The World According to Peter Parker and Karen Starr
by Starkiller93
Summary: A day in the life of your friendly neighborhood wall crawler and the Kryptonian from another Earth.
1. Chapter 1

_**Well, here it is, my first ever fanfic. The reason I wanted to do this was because there aren't many stories with this pairing and I felt these two work so well together that I'm surprise not a lot of people jumped at the chance. I mean, I love Supergirl as much as the next guy but there are waaay too many stories with her. Some really good some...were ok. So I figured since no one is giving her Earth 2 counterpart some love outside of a few one shots for some reason, I figured I'd boot up my computer and do it myself. For all you Supergirl fans out there don't worry I've got a separate story planned for her down the pipeline that will tickle your fancy. This one is just for me. Until then, I hope you enjoy this one. Disclaimer: Spider Man, Power Girl and all related characters are all owned by Marvel and DC comics respectively.**_

Chapter 1

 **Manhattan NY**

"Not gonna lie, this beats grading papers any day."

High in the skies of Manhattan, a man in a red and blue jumpsuit with web patterns all over it and a spider emblem on the front and back of it is seen swinging through the air on what appears to be web lines. Peter Parker, also known to the world as The Amazing Spider Man has just finished his day as a science teacher at his old high school. His students have just taken a test today and now all that's left is to grade them and hand them back by Monday. That, of course, means that he is going to have a very busy weekend much to the dismay of his girlfriend.

"Can't you just hold it off and grade them throughout the week? A lot less work for you and we can spend the entire weekend together," she would say. "Besides I'm sure those little rugrats can wait another week before they're reminded that they shouldn't slack off."

"Sorry babe, but I'm not that big of a procrastinator as you are. The semester is about over and I got to get everything done in time for report cards," he replied.

Still he shouldn't be the one to judge when it comes to which one of them works the hardest. He's a high school science teacher who works part time at the Daily Bugle as a freelance photographer. Meanwhile his girlfriend is the CEO of a science research company. So not only does she have to make sure she keeps all of her employees in line, she also has to do whatever she can to keep her company afloat. Yep, definitely beats teaching moody teenagers, and taking pictures of himself for money (which his girlfriend gladly pointed out was basically prostitution to which he had no comment on that.).

He was just about to finish his patrol when suddenly his spider sense started going off. He lands on a rooftop and is perched on the edge looking at his surroundings. Henotices a bank nearby is being robbed.

"Ah, nothing like a good ol' fashioned bank heist to end what looked to be a quiet evening," said Peter as he descended from the rooftop and headed towards the crime in progress.

Inside the bank there are eight masked men with AKs holding people up at gunpoint. Four of them are looking after the hostages while the other four are loading their bags with money and gold bars.

"You guys done in there yet? It's only a matter of time before one of the capes show up," says one of the thugs.

"We're going as fast as we can," replies another.

Suddenly, four web lines have latched on to the guns of the four men watching the hostages. Four more web lines now started to latch on to the men and they all shot upwards.

"I don't know man, if a cape does show up, I'm kinda hoping it's Power Girl. I wouldn't mind being captured by her if you catch my drift," one of the crooks in the vault mused.

After they finished loading up their bags, the four men walk out of the vault and their looks of glee turned into looks of horror. Right above them there's a giant web and on it are their four colleagues. All the hostages that were being held are now gone. They all started to look at each other now realizing who's here. Spider Man slowly descends from the ceiling from behind them ready to greet them.

"I've gotta say, this is probably the most magnificent work of art I've ever seen. Truly A+ Renaissance era material. Give it to me straight guys. You think this would be perfect for the Guggenheim? I think this would take a massive dump on whatever work of art guys like Pollock and Duchamp have on display." Spider Man quips to the remaining thugs.

"WASTE HIM," one of the thugs shouted and two of them fired their guns while the other two were making a break to their getaway car.

Spider Man shoots back up into the air in time to avoid the gunfire, does a front flip in midair and fires two web lines to relieve the thugs of their guns. He then proceeds to take down the two thugs. He does a hurricanrana on one of them.

"I knew my short lived career as a pro wrestler paid off in the long run," he quips while punching the other guy out from behind when his spider sense picked up on the man approaching him. "Well that takes care of these guys. Now to go after that car."

He leaves the bank to go after the car only to find the vehicle stationary and completely totaled. Almost as if it slammed into a brick wall.

"Hey Spidey, are these the perps you're looking for?" asks a feminine voice.

The spider themed hero looks behind him and sees a beautiful woman with blond hair that's in a bob cut and stunning blue eyes. Her costume consists of a leotard that has an opening on her chest that shows off her cleavage, she has blue gloves blue boots and a small red cape that's over on one side.

"Power Girl. Great timing," Spider Man says with a hidden grin.

"I was about to head home when my super hearing picked up everything that was going on," replied Power Girl.

"You know, I can't help but overhear one of these guys say they were hoping I was going to be the one who shows up and apprehends them. While I'm flattered that one of you boys would gladly give me that honor, I'm afraid I have to break all of your hearts when I say this: I already have a boyfriend." She then looks over to Spider Man and gives him a tiny wink.

"Well shucks, and here I was about to ask you out to dinner and a movie. Whoever this guy is, he must be one lucky son of a gun," Spider Man says as he wraps the thugs in web cocoons from the shoulders down and have them hanging from a lamppost.

"I get the feeling that I was the lucky one," replies Power Girl who gave out a warm smile. Police sirens can be heard from a distance.

"Well, I love to stay and chat with you some more but I really gotta be heading home." Spider Man says as he leaves the crooks hanging.

"Any big plans for the weekend?" the blond heroine asks.

"Work, work and more work," replied the human arachnid.

"BOOOOORING. No wonder you can't get a girlfriend. Always so busy and no time to have some fun," says Power Girl.

"Who says I don't already have one? Besides, I'll just promise her sex afterwards if she's patient enough," Spider Man replies as he web swings away.

"You better keep up on that promise," the heroine muttered to herself.

 **Brooklyn**

After doing one last patrol around the city, Peter finally makes his way home to an apartment complex in Park Slope, Brooklyn. Granted the apartment is not really his. He only just moved in about a year ago. The apartment actually belongs to his girlfriend, Karen Starr. He had to admit, Karen's apartment just craps all over Peter's old one in every way. It's bigger, cleaner and it has a nice view. The neighbors are very nice too, unlike the neighbors in Peter's old apartment where they don't even say hello to him when they walk by. It's not surprising that the CEO of Starrware can afford a place like this. Peter is sure that even with a teacher's salary on top of his freelancer's, he wouldn't be able to. The least he could do was help pay part of the rent. After taking off his costume and a nice shower, Peter put on some more comfortable attire, which was and simple black t-shirt and sweatpants.

"NO, BULLSHIT," exclaimed a female voice coming from the living room.

Peter goes to where the voice was coming from and he finds his girlfriend sitting on the couch playing Uncharted 4: A Thief's End. She's wearing more comfortable attire as well, which is a simple white t-shirt that has the word's "I'm unstoppable" in bold red letters written across her chest and a pair of shorts. On the kitchen table are bags of what appears to be Chinese food. Sitting beside her on the couch is her cat Stinky, who is just lying on his side lazily watching his owner get her ass kicked by a video game.

"Grrr, how was I supposed to know that that guy was shooting at me from behind?" Karen rants.

"Maybe because you keep trying to go in guns blazing. Ever heard of check your surroundings and patience is a virtue? Got me out of plenty of dangerous situations," says Peter.

"Oh, I'm sorry wise one, unlike you and Mr. Nathan Drake here, I'm bulletproof. Normally, I wouldn't have to worry about gunfire," the blond replied.

"You know you can't ALWAYS rely on your physical strength and brute force to solve every problem," her spider boyfriend advises.

"Well, it got me out of plenty of dangerous situations. You have your ways of doing superhero stuff, I've got mine," Karen says back.

Peter chuckles and shakes his head. He really loves this woman but she can be so damn stubborn and arrogant sometimes. Karen eventually turns the PS4 off and shifts around the couch to look back at Peter, "I bought some takeout. You know, one of us has to learn how to cook sometime."

"We're New Yorkers, babe. Pizza and Chinese food is what we live off of," Peter replies.

"Hmm, this coming from a guy who has an aunt who feeds him a lot of homemade food. Maybe you should call her up and have her make something for us. That shepherd pie she made for us last week was the bomb," Karen suggests.

"I could, it's tempting even because I agree on the last part, but I can't do that to Aunt May. I promised myself that when I get out of the house I have to look out for myself. I can't just keep running back to her whenever I need something…even when she's trying her damnest to get me to cave and do just that," her boyfriend chuckles at that last part.

"And you say I'M the stubborn one?" Karen also chuckles. Peter takes two of the boxes of food from the bag, walks over to the couch and give one of them to Karen.

"By the way, thanks for helping me out with the bank heist earlier," the spider hero says as he sits down next her.

"No problem honey. By the way, I heard what you said to those guys at the bank earlier about your little decoration. How are you going to put your "work of art" back at the bank in a museum? Don't your webs dissolve in about an hour or so? Even if you could put it in a museum it wouldn't last very long," Karen says with a smirk as she starts chowing down on her noodles.

"I'm sure I could figure something out. Been meaning to tweak my web fluid a bit so that the webs can last a little longer. Maybe your guys and gals at Starrware can help me out with that," Peter suggests as he eats his stir fried rice with chicken teriyaki.

"That would mean having to explain to them why Spider Man of all people want Starrware's help in creating brand new web fluid," the heroine replies.

"The same reason why Power Girl asked to borrow some of their "make it all better" goo to repair the city after you and Atlee stopped that one crazy chick with the spellbook. I'll just tell them that I need it to fight….er…Sandman…..or….whoever. Besides you guys pulled through for me when I needed a costume to fight Electro. Why should it be any different?" Peter retorts.

"I guess that's true. So, who's turn is it to give Stinky his bath?" his girlfriend asks.

"I think it's your turn," answered Peter.

"Noooo, I remember washing him last time. Now it's your turn," Karen tries to correct him.

Peter looks over at the PS4 by the TV and an idea popped up in his head, "Tell you what, how about I play you for it." He then picks up two controllers and hands one of them to his girlfriend and then holds a copy of Mortal Kombat XL in front of her. "Loser has to wash Garfield over there," He motions his hand over to the cat who is still lying next to his girlfriend.

"You're on arachnid. My Cassie is going to mop the floor with your Takeda." Karen says as she grabs the controller.

"Yeah, we'll see about that," Peter smugly says.

Some are probably wondering how and when did Spider Man and Power Girl become a couple? Flashback to three years ago when the Sinister Six were once again causing some serious trouble for the wall crawler. Doctor Octopus, The Vulture, Electro, Kraven, Rhino and Sandman all seemed to have a huge advantage on Spidey. All hope seemed lost until the Justice Society of America showed up. The Flash (Jay Garrick) Green Lantern (Alan Scott) Hawkman, Doctor Mid-Nite and, of course, Power Girl all saw what was happening and immediately came to the web slinger's aid.

Since then Spider Man has found himself fighting alongside either one or all members of the JSA at some point or another until the day he became an official member of the team. Spider Man was already very familiar with the JSA with what he had read in the history books and seeing them in action on multiple occasions. Meanwhile the JSA had been keeping tabs on Spider Man and his series of heroics. When the hero first arrived on the scene they didn't know what to make of him. Is he a criminal like the Bugle said or is he really a force for good? Their occasional team ups thankfully put those questions to rest as it confirms that Spider Man is in fact the latter. The wall crawler has been a great asset to the JSA and has helped them out on numerous circumstances. Whether it's to lend an extra hand fighting a big supervillain or they need his scientific brain if guys like Mr. Terrific or Doctor Mid-Nite wasn't available.

Even Power Girl had the pleasure of fighting alongside the spider hero, and the two became friends real quick. Whenever the two team up they feel at ease with each other. Karen finds Peter's sense of humor to be quite refreshing. Granted there are times when some of his jokes don't hit and she finds herself rolling her eyes at the cheesiness of his one liners, but Spider Man's humor and quips were a great distraction when dealing with a dangerous situation. It eases the tension and most importantly it hides away any weaknesses their enemies could and would use to their advantage. Even though Peter never admitted it to Karen, she already had an idea as to why he does it the more she got to know him. She also notices that he can be a total dork sometimes too. When they talked to each other for the first time, Peter would say some of the most awkward things and he would never stop talking. When she finally got to see his face she could also see that he is trying his hardest not to stare at the boob window whenever they're in a conversation. She thought his quirkiness was quite cute to be honest, and she always had a thing for the shy geeky types. Which is why when they started dating she would often tease him just to get him flustered and see how he reacts. Peter likes being around Karen because of how confident she can be when she's being Power Girl. Sure she can be a little too confident and in some cases quite arrogant, but for someone as powerful as she is he can understand how hard it is not to be. Still, it was nice to finally meet another hero who is just as, if not more, optimistic as he is, so whenever these two heroes are in a room together, expect a lot of witty banter between them. Banter that went from being friendly to flirtatious once the two of them started getting serious.

Peter would be lying if he said that he didn't have a small crush on Karen the moment the two of them met, and Karen was the same way even before he revealed his identity to her.

Their feelings for each other didn't really come full force until the day Karen started to have doubts about her own existence. She started to wonder if whether or not she was actually Superman's cousin, or if she's even from the planet Krypton. Has her whole life been one big lie? Does she even have a past? It didn't help when a supervillain know as Psycho Pirate tried to drive her insane by putting in her head visions of possible origins. When Peter found her sitting solemnly on a bench at the JSA headquarters he approached her, and asked her what was wrong. Karen was trying her best to pull herself together, but couldn't and broke down in front of Peter. She told Peter about her little meet and greet with Psycho Pirate and Peter held her in his arms and gave her words of comfort.

"False memories or not, you're still you Karen. Psycho Pirate's insane and he's just trying to get in your head. You know what I see? I see a remarkable woman, who is willing to put her own life on the line for others. Someone who would just throw herself into danger without a second thought and also has a good heart, showing compassion to even some people others would think don't deserve a second chance. Even if you think everything you know about yourself may or may not be true, know that there's at least one person out there that still thinks you matter in this world, and you're looking right at him."

It was at that moment Karen realized something, "Oh my God. I'm falling in love with him."

She then did the most logical and risky thing to do in a situation like this. She grabs Peter's head with her hands and gave him the most passionate kiss she could muster. Peter who was shocked at first responded to the kiss a split second later. The two began dating shortly after.

One year into their relationship, a crisis happened. Alexander Luthor (The Lex Luthor of Earth 3) the Superman of Earth 2 and the Superboy of Earth Prime all broke out of the pocket dimension from which they had shut themselves away in after the last crisis. Apparently they didn't like the way this "New Earth" they left behind turned out so they decided to use the remains of the Anti-Monitor and build a machine that would bring back the multiverse. While Spider Man was away to help Batman and the Justice League fight an evil supercomputer in space, Earth 2 Superman tracked down Power Girl and after a conversation with a very ill Earth 2 Lois Lane, she finally remembers who she really is. It turns out that she is from Krypton but in another universe, which makes sense since her Kryptonian name was Kara Zor-L and just recently another Kryptonian arrived on Earth who also goes by the name "Kara Zor-El" but just happens to be in her late teens while Karen is in her mid-twenties. Not to mention to two look almost identical, almost like they could be siblings. However before she could do some catching up with her real cousin and his wife, they both tragically died. Lois died due to natural causes, while Kal-L died while helping "New Earth" Superman fight Superboy Prime.

Later, while on a rooftop and dressed in their hero attire, Karen told Peter about everything that happened while he was away and she says that while she's happy that she finally remembers who she is, she's not happy with the fact that she now realizes that everything and everyone she knows no longer exists and the last two people that represent what was left of her previous world are now gone. It pains Peter to see his usually confident and strong girlfriend look so…broken. Karen told Peter about Kal-L and how her cousin was like a father figure to her.

"Do you know what it's like to lose someone you've come to know as a father? Someone who you look up to for guidance?" She asks her boyfriend.

"….Yeah…As a matter of fact I do," Peter answers her.

He then told her about his Uncle Ben and how much of a father he was to him. He was killed by a burglar who tried to rob him and Aunt May. Believe it or not, that burglar ended up being the same crook Peter saw rob the office of a fight promoter during his days as a pro wrestler. Apparently he didn't think it was his problem so he let the fugitive run by…only for it to come back and bite him in the ass days later.

"If only I had stopped that guy when I had the chance, Uncle Ben would still be alive," Peter solemnly says to his girlfriend.

"You didn't know. It could've happen to anyone," Karen says to him trying to give him comfort. She reaches out and grabs his hand. Peter takes her hand and gave it a light squeeze

"Yeah, well, that was when I learned the hard way the word of advice he was trying to give me before he died: With great power, comes great responsibility. I didn't understand what he meant by that at first. Now I do."

"Those are some wise words. He must've been a great man," the Kryptonian says to the wall crawler.

"Yeah, he was," Peter says with a warm smile.

That was when they realize they have more in common than they thought. Both of them had to deal with personal tragedies in their lives. Peter losing parents he never knew, losing his Uncle, his first real love and even some friends, and then there's Karen who had it worse. She lost an entire world as well as two people who might as well be her parents. It was because of this conversation Karen understands why Peter cracks jokes when he's Spider Man and Peter understands the reasoning behind Karen's usual bravado. They're emotional barriers each of them use as a tool to hide their fear and insecurities. Of course, they will never admit that fact to each other. The two heroes begin to lean into each other as they let the silence and each other's company sooth them.

"Wait…you used to be a wrestler?" Karen now begins to ask.

Peter starts to chuckle and a more light-hearted conversation ensues.

These last three years have been quite a wild ride for these two. Neither of them have no idea what one of them would do without the other. They give hope to not only the people of New York but also to each other.

Throughout their careers as costumed heroes, both Spider Man and Power Girl wondered if each of them could ever be truly happy. Now they realize they can be.

 _ **So that concludes the first chapter of this little story. This was only to establish Spidey and PG as characters and where they stand in their relationship. The next chapter is where the real story begins. The Spider Man I'm using in this story is inspired by J Michael Straczynski's run on Amazing Spider Man (You know, the one before One More Day ruined everything). I really like the idea of Peter being a school teacher. It really shows him as being more of an adult by helping kids through problems he had to deal with when he was their age. As for supporting characters, don't expect characters like the Avengers to show up in this fic. Only Spidey and any character related to him will be making appearances. Other than that everyone else will be from DC. Think of it like, "What if Spider Man existed in the DC Universe?" Be sure to leave a review and tell me what you think of the story. Chapter 2 will be coming soon.**_


	2. Chapter 2

_**Well, here it is the second chapter. I think you guys are going to love this one. This is pretty much an adaptation of Amazing Spider Man Vol. 2 #37. One of my personal favorite single issues from JMS's run. I forgot to mention this earlier but the Power Girl in this story is inspired by Jimmy Palmiotti and Amanda Connor's run of the book. Though I guess it pretty obvious since, let's face it, a lot of us here who are fans of the character are fans because of that run. For those who haven't read it I highly recommend doing that. It's not long either. Only twelve issues with a four issue prologue in the beginning. Don't let the fact that it's "Pre-New 52" scare you either. While it does reference Infinite Crisis a little bit the book, for the most part, is kinda in it's own world. Think of it like DC 's answer to Matt Fraction's Hawkeye. Disclaimer: Spider Man and Power Girl are both owned by Marvel and DC comics respectively.**_

Chapter 2

 **Midtown High School, Queens NY**

"Our circadian sleep-wake cycles are as much a part of us as our fingerprints. Some people are born with a natural inclination towards being morning people. They wake up bright and early and cheerful and instantly alert and nobody likes them and that's just the way it should be. On the flip side are people who work all night and don't sleep until dawn. We're talking here about writers, artists and other people the rest of us would just as well not deal with anyway. As you can see, attempting to alter your circadian rhythms by, say, staying up late when you're not a night person produces results that are rarely satisfactory. Sleeping in class for instance. This is bad as a survival mechanism because it leaves us vulnerable to changes in our environment."

Peter, wearing his white long sleeve dress shirt along a red tie with blue stripes on it, black dress pants and dress shoes, is giving a science lecture on circadian rhythms to his class. If there was one thing he really wanted to do in his life it was to take an occupation that would require the use of his scientific mind. While taking pictures for a newspaper was always nice, it doesn't really pay the bills all that much especially if it's a newspaper run by a guy who does nothing but slander your alter ego in the press and pay you a lot less than he should. Peter always wanted a job that would let him be able to help people and do good when he's not wearing a red and blue spandex suit.

He had this conversation plenty of times before with other costumed heroes. His good friend, Barry Allen, wanted to become a forensic scientist to find the real perpetrator behind the murder of his mother when he was a child and clear his wrongly accused father's name. After he became the Flash, his occupation gave him an opportunity to get closer to the action whenever the situation requires him to put on the tights. Then there's Clark Kent. He only became a reporter for the Daily Planet so he can be in the know of everything that's happening in the world, so whenever it was a job for Superman he would be there. Then there's people like Oliver Queen, Bruce Wayne and, of course, his girlfriend Karen. All three of them are CEOs of big corporations that put all their money and resources to find scientific discoveries that would help better mankind.

The reason why Peter decided to take this job as a high school science teacher was so that he could help kids make something of themselves while at the same time help them deal with some issues he had to deal with when he was their age such as bullying or just being an outcast. While he was lecturing, he notices a teenage girl wearing a baggy turtle neck sweater, baggy pants and laced-up leather boots with dark hair and fair tanned skin dozing off at her desk. He walks up to her and gives the pencil she's holding a light tap letting it fall on the desk. The thud from the pencil wakes the girl and she slowly opens her hazel eyes.

"Morning," Peter says to her with a bright smile.

The girl, startled by her teacher's close proximity, shrieks a bit and the rest of the class starts laughing.

"Thank you for the demonstration Jennifer" Peter says to the girl, now named Jennifer, as he walks back to his desk. "Now, for the rest of you, read the chapter on sleep deprivation and vitamin loss so we can discuss it tomorrow."

"Awww, come on. A whole chapter?" asks a boy with short blond hair and glasses.

"The chapter is only eight pages long. If it's a burden, borrow the attention span of the student next to you," Peter replies.

Suddenly the bell rings which meant class was over. "See you on Thursday," Peter says to the class dismissing them.

"Busted," the blond kid says to Jennifer.

"You are SO gonna get it you little-," Jennifer says to the boy before being called upon by her teacher.

"Jennifer, a moment of your time please."

"Busted, busted, busssss-ted" the boy keeps teasing.

"Creep," Jennifer says back with a scowl on her face and proceeds to walk over to her teacher.

"You okay, Jennifer?" Peter begins to ask.

"Yeah, I'm fine," Jennifer replies to him.

"It's just that you've been falling asleep in class a lot lately."

"I've just got a lot on my mind."

"You walk to talk about it?" Peter asks.

"No," the teen sighs.

She then looks up at his desk and notices a small framed picture of an attractive blonde woman with sparkling crystal blue eyes, wearing a green sweater, a pair of sunglasses on her head with her hair all tied up. She's also sporting a genuinely bright smile that truly captures just how happy she was at the time the photo was taken.

Desperate for a need to change the subject, Jennifer starts to speak, "So who's the woman? Is she your wife or something?"

Peter looks over at what Jennifer was looking at and gives out a warm smile. "Close, but we haven't really gotten that far yet. But yeah, she's my whole world."

Jennifer looks at the photo more closely, "Is that a…snow globe she's holding?"

Peter chuckles at her question, "Yeah, she's a huge sucker for those things. You should see her collection. She had to move some of them to her office where she works because they were taking so much space in the house. Heck, there's barely any space in her office. This one I gave to her as a Christmas present."

The snow globe in the photo had a simple gold base. However inside it was a big red heart with the words "My beautiful angel" written in bold white letters.

"How long have you two been together?" Jennifer asks.

"About three years," Peter answers.

Jennifer nods, "Well, I really need to get going. I'll see you tomorrow Mr. Parker."

"Sure thing Jennifer, and if you ever change your mind and want to talk…."

"I won't. It's just…Never mind, I'll be fine Mr. Parker." Jennifer cuts Peter off and walks out of the class room. Peter leaves the room shortly after, locking the door on his way out.

As he walks to his office to pack up his things and head home, a chubby man in a dark suit with dark hair receding at the back and a thick mustache walks up to him.

"Peter."

"Dominic."

"How's it going?" the man named Dominic now asks.

"Okay….I guess," answers Peter.

"Ah. Jennifer." Dominic begins to guess. "Yeah, I caught the last part of that. Sad case."

"Sad how?" Peter questions.

"I had her in my class last year. Troubled kid. I figured it was drugs. Close, but not correct. She's clean, as far as I know." Dominic explains.

"So what's the problem then? I mean, you said she was a sad case," Peter now asks.

"She is, but not for the usual reasons," the mustached man tells him. "Her brother's a user. He's been suspended twice in the last year for being high. He gets her to do his homework, help him take care of things. Cover for him. Shame really. She has a lot of potential. Left to her own devices, she could go far. Too bad she'll never get the chance. The bad ones always drag the good ones down with them. They always do Peter. Always." With that, Dominic leaves.

 **The Parker/Starr residence Brooklyn NY**

Peter is sitting at the kitchen table looking over Jennifer's student record, thinking whether or not he should call her parents and discuss the situation. However, a part of him feels reluctant to do that seeing as he doesn't want to cause any problems with her folks. Suddenly, a pair of well-toned arms wrap around his neck and he's pulled into a backwards hug. Seeing as his spider sense didn't warn him of any danger (and the fact that the back of his head is pressed against something VERY soft. Something he had grown accustomed to in the last three years), he knew exactly who it was and starts to smile.

"Excuse me Mr. Parker, I noticed you gave me a terrible grade on my homework. Is there anything I can do to bump up my grade?" Karen asks in a rather flirtatious tone with her pink lips close to his left ear.

Karen is wearing her usual business attire which consists of a black blazer which hugs her figure perfectly with a white shirt underneath it and black dress pants with her blond hair being tied up. She's currently barefoot since she took off her high heels as soon as she walked in the door.

"Hmm, give me a kiss and I'll give you some extra credit," Peter answers with a flirtatious tone of his own. Karen then takes Peter's chin with her right hand and presses her soft beautiful lips against his.

"Well?" the blond Kryptonian asks as they break apart.

"Hmm…I say you just brought your grade up to a B." the arachnid hero replies.

"Just a B? What I have to do to get an A+?"

"I'll go more into detail on THAT part later tonight."

"Ooh, well I'm looking for it." Karen says giving him a suggestive wink.

"So boss lady, how was your day running a big corporation?" Peter begins to ask.

"Oh, it was just business as usual nothing out of ordinary really. How about you Mr. High School Science Teacher?" Karen now asks.

"Oh, you know, same old same old. Caught one of my students sleeping in class today."

Karen's face fell, "Again? Wait are we talking about another student or is this the same girl that's been doing it for the past week? What was her name again? Janet? Jasmine? Jezebelle? Ah, Jennifer."

"Bingo," Peter confirms.

Peter then begins to tell her what Dominic told him about Jennifer, and then he explains his current dilemma before she walked in, "If this was a supervillain I was dealing with then it would be easy. Electro? Just find a way to short circuit him. Rhino? Just outthink him since he's dumber than a box of rocks and use his own strength against him. This is one situation I can't just punch my way out of."

"Oh man, been there, done that, got the t-shirt," Karen says as she lets out a small chuckle. "I can't tell you how many times I've been in a situation like that. Whether it's in or out of costume. Usually I would just let someone else find the solution for me and just leave me to do all the punching. That's her record right? With all her contact info? Can I see it?"

"Sure, knock yourself out," Peter says and hands his girlfriend the records.

Karen takes a good look at her name, school picture, and her contact information, "So this is Jennifer? She's adorable. Let's see. Name: Jennifer Hardesty. Family contact: John and Serena Hardesty. Address: 4171 Rosedell Ave. I know where that is." Karen puts the records back on the table, puts on her high heels, grabs her jacket and picks up a large bag.

"Well? You coming?" she starts to ask her web slinging boyfriend who is still sitting down.

"Wait, we're going right now?" Peter asks with a raised eyebrow.

"Peter, that poor girl needs our help. You said it yourself. She's a bright kid, and we can't sit here while she's throwing her life away because her idiot junkie of a brother refuses to go to rehab."

Peter looks down in brief thought, nods his head in understanding then looks up at Karen with a confident smirk, "You're right. Besides, we're supposed to be super heroes right? Who says we can't do our super heroing without the flashy costumes?"

"Alright, then it's settled. We're going to Rosedell to have a little chat with her folks." Karen says with determination in her voice. Peter gets up from his chair, grabs his jacket and follows Karen out the door.

 **Rosedell Ave**

"I appreciate you coming along for the ride babe. Though you didn't really have to," Peter says to Karen.

"Well, in our line of work, you tend to pick up on some bad habits," Karen responds with a smile. "But seriously though. I can tell you really care about this kid a lot along with your other students and if you care, I care."

The two heroes finally made it to the address however…

"Huh," Peter says.

"I don't get it. This is clearly the right address, but it looks like nobody has been living here for at least a year," says Karen.

Peter looks up to find an elderly African American lady looking out the window. Thinking she might know something, he spoke out, "Excuse me ma'am….."

The lady immediately cuts him off, "It's not ma'am it's Missus."

"We didn't…." Karen now speaks but was also cut off by the woman.

"Ma'am means madam. I ain't French and I ain't running an escort service, unlike certain OTHER people I could name across the street, I don't like to talk but there it is."

"We just want to know….." Peter speaks again but, once again, the woman cuts him off,

"I'm a Missus which is Mrs. which is married and I'm proud of it. I don't care what my sister says. She doesn't know what I have to deal with every day. The noise, the people…."

"HEY," Karen shouts trying to get the woman's attention.

"The shouting," The woman continues. "You don't have to shout Ms. "I'm in such a big hurry I have to be rude to people," I'm just trying to be polite, we're having a conversation, a little back and forth, like this was a real neighborhood and you were a real person and now your shouting. Fine, let's be shouting. I'm all IMPRESSED. So, what's your question Mr. and Mrs. "Hey look at us, we actually dressed ourselves this morning?"

"I can take on Bane in an arm wrestling contest. I can break concrete walls with my bare hands. I'm reasonably sure I can take her," Peter thought.

"I'm faster than a speeding bullet, more powerful than a locomotive, and I can leap tall buildings at a single bound. You REALLY don't want to test me lady," Karen thought.

"Look, can you just tell us what happened to 4171 Rosedell and we'll be out of your hair," Karen says clearly losing her patience.

"Oh, that. You want to know about that. It's condemned. You see that sign, the one with the word "condemned" on it? Used to be a family living there. Dad was a creep. Ran out. The mother wasn't much better. Took off about the same time as the building was condemned. Not very nice people. Rude. Liked to shout a lot. But you two wouldn't know anything about that would you?" the woman replied.

"What about the kids?" Peter asks.

"Problems. Both of them. Well, the girl less than the boy, but they're both trouble. Moved out on their own. Down that way," the lady responds again pointing at a building across from them. Peter notices a set of stairs that leads to an entrance underneath the building,

"They live in there?"

"Yeah. I suppose. If you can call that living. It won't end well you know. Never does," the woman says.

"Thanks," Karen says and she and Peter walk in the direction she was pointing. Meanwhile a dark skinned mailman walks up to the lady at the window,

"Excuse me Ma'am….." "It's not Ma'am, it missus…."

Peter and Karen go down the stairs and opens the door to the entrance down below.

"Hello?" Peter asks wondering if there are people there, and indeed there were. It was a rather large room full of tents. The room was also full of young kids wearing old baggy clothing.

"Mr. Parker? What are you doing here?" Jennifer asks surprised to see her teacher here. She looks over to Karen and immediately recognizes her. Seeing her teacher's girlfriend in person, the teenager was utterly surprised at just how tall she was. She looks like she trumps Peter by about an inch even without the high heels. "She looks like she can go a few rounds with Gina Carano," she thought.

Peter starts to speak, "I was concerned. I was across the street and I heard….."

"Yeah…If you spoke to MISSUS James, I'll bet you heard a lot." Jennifer says. "Can we, like, talk about this?"

"Sure. You got somewhere private?" Peter asks.

"Yeah. My room," replies Jennifer. The three made it to Jennifer's room.

Peter starts to speak up, "Oh, right, before we get started, Jennifer, I'd like you to meet Karen Starr. Karen, this is Jennifer Hardesty." Jennifer and Karen shake hands and Jennifer notices that Karen has quite a grip.

"Mr. Parker has a photo of you on his desk."

"Was it the Christmas photo where I was holding the snow globe he gave me?" Karen asks.

Jennifer nodded.

"Of course it was," the Kryptonian says as she looks over to her blushing boyfriend with a smirk.

"He spoke very highly of you. Says you're his whole world," says Jennifer who now has a smug grin.

Karen looks over to her flustered boyfriend again and she gives him a look of admiration, "That's so sweet. Peter spoke very highly of you too. Says you're a very bright kid." Jennifer smiles.

Karen looks around Jennifer's room. There's really not much stuff in it. Just a simple bed, a pile of old clothes and some posters. What really caught her attention was some newspaper articles plastered all over the walls. All of them have photographs of her alter ego.

"So, you're a fan of Power Girl?" Karen asks looking back over to the teen with a wide grin.

Jennifer looks away with an embarrassed look on her face, "Y-yeah…..She's kind of my role model. People like to talk about the way she dresses, but she seems like the kind of person that doesn't give a crap about what people think and just does what she thinks is the right thing to do. I find that to be very inspiring."

Karen gives out a warm smile, "I'm sure she would appreciate what you just said."

Peter starts to speak, "So this is your room then?"

"Yeah, what do you think?" Jennifer asks.

"It's….um….well, it's very….it's…"

"A sty." Jennifer finishes for him.

"Pretty much the word I was searching for," Peter says and Karen smacks him in the back of his head.

"Ow, what?"

The Kryptonian gives the web head a look that says, "Be nice."

"Yeah, it's not what we'd want to," the teenager begins to say. "I mean, we didn't ALWAYS live like this. We used to have a real place to stay. I mean, it wasn't great, but it wasn't…..this, y'know?"

"So what happened?" asks Karen.

"Same thing as happened to the other kids out there. We got kicked out. What, you think every kid in the street ran away, or is on drugs or stuff? We got the boot Ms. Starr," The young girl replies. "We went to live with our aunt for a while, but she didn't want us any more than she did. You know what it's like, to have to go find relatives to live with because your folks aren't around anymore?"

"You may not believe it but yeah, I do." Peter replies.

"We both do," Karen also replies as she and her boyfriend look at each other in sympathy.

"I lost my parents when I was a kid. My aunt got me through…..well, everything, I guess. Took care of me, raised me like her own," the wall crawler says.

"I don't even know who MY parents were. I lost them when I was an infant. My aunt and uncle also took me in and raised me like their own. Unfortunately, they…..died not too long ago. However, when I started dating your teacher here, his aunt became sort of like a second mother to me," the blond heroine also says.

"Do they love you?" Jennifer asks them.

"Yeah, she/they does/did" the couple both say with sad smiles.

"Then you two are lucky," the teenager says.

"I guess we were," Peter sighs.

"We weren't. Finally, Steve and I just had to get out." Jennifer continues.

"Steve's your brother?" asks Karen.

"Yeah, I kinda look after him. Help him with his homework and stuff." Jennifer replies.

"I'm surprised you stayed in school," says Peter.

"We're not all weak, either, Mr. Parker. More kids than you want to know about are living in the streets or in cars, going to school as much as they can. We don't tell anybody because…well, we just can't, that's all. They'd kick us out, or we'd have to go to a foster home, and the other kids….it's better this way," says the teen. "We hit the streets a lot, asking for change and stuff. We get a few bucks here and there. It's not so bad. We can even eat at McDonald's once in a while. It's just….it's just the way things are you know."

As Karen is hearing all of this there was one emotion she was starting to feel at the moment. Guilt. Here she was, a woman that can see and hear things that no regular human being could, and yet she couldn't see this. Why didn't she notice this before? Worst of all, when did she stop noticing it? She looks over to Peter and she can tell by the look on his face that he's asking himself those exact same questions. Karen knows this is the kind of dilemma super heroes have to deal with every day. Whenever they go off and fight a big global threat, whether it's Brainiac, the Sinestro Corps, Darkseid or even the freaking Anti-Monitor, they barely have time to deal with the smaller problems like a person getting mugged or worse. She's well aware that Power Girl can't be everywhere at once, but it's always disheartening when she hears stories like this. Then there's someone like Jennifer who idolizes her. Karen can't help but feel like she really let the poor kid down.

"Mr. Parker, Ms. Starr, please don't tell on us," Jennifer spoke up.

"I…." Peter begins to say but Jennifer cuts him off,

"Please, there's nothing you guys can do unless you want to adopt me and Steve and half the kids out here right now. If you tell anybody, we'll end up in a foster home or worse. We're six months from graduating, six months from being legal. Can you two give us that? We've come this far on our own. We can make it the rest of the way. Just….let us."

Peter looks over to Karen and motions her over to the other side of the room so they could discuss the situation.

"My God, how could we miss something like this?" Karen speaks first. Her voice starting to crack and her eyes tearing up.

"I don't know, but we have to do something. We can't just leave these kids here." Peter says.

Karen nods in agreement, "We'll think of something. I refuse to let this girl down again." The web head nods in understanding.

They turn back to Jennifer. "We….we'll have to think about it Jennifer" Peter says to his student. "We don't….This isn't the sort of thing we have to decide every day."

"I bet," says the teen.

"So where is your brother?" asks the Kryptonian.

"He's usually back by now. I've been trying to keep him straight for a while now, and he's been clean for a week but…." Jennifer begins to say.

"But what?" Peter presses on.

"But when he disappears like this, I worry. He's all I got Mr. Parker," his student told him. "He's everything to me."

Meanwhile outside in an alley four shady young men are sitting there with one of them with dark hair and hazel eyes looking a little under the weather. Suddenly, the kid starts to convulse.

"He's o ding man," says one of the shady men.

"Dump him outside," says another. "Toss him out with the rest of the garbage."

Peter, Karen and Jennifer are now outside, with the former two ready to head back to their apartment.

"…..So anyway, if you guys could just, like, forget you saw this, I'd really appreciate it," says the young teen.

"I…." Peter begins to speak but was interrupted by a little girl with shoulder-length blond hair running towards the trio.

"JENNY," exclaimed the girl.

"Lisa? What's the…" Jennifer begins to ask but was cut off by the girl now named Lisa,

"It's Steve. You have to come quick." The now quartet ran towards a nearby alley and finds Steve on the ground and stationary.

"STEVE, OHMYGOD STEVE," Jennifer exclaimed.

Peter went to look for a pulse while Karen uses her X-ray vision to check his vitals. Her microscopic vision notices unknown concoctions in his bloodstream. He clearly took some drugs and now he's having an overdose.

"Is he…?" Jennifer begins to ask.

"He's alive, but barely. We need to get him to a hospital, fast. Dial 911." Peter tells Jennifer urgently.

"They don't like to come here, too dangerous, it'll take forever…." Jennifer says.

"JUST DO IT. It's the only chance he's got." Peter shouted

"Okay, okay" the teen says and runs off to a find a phone.

"Lisa, right? See if you can flag a car," Karen tells Lisa urgently.

"You're kidding," Lisa says.

"HE'S DYING," Karen shouts and Lisa nods her head and runs off as well. "

He's going to die before the ambulance even gets here," Peter says to his girlfriend.

"You thinking what I'm thinking?" Karen asks.

Peter rips open his dress shirt revealing his Spider Man costume, "Got to risk it."

Karen opens up her large bag revealing a pair of blue gloves and boots, "Good thing I brought these."

Shortly after Spider Man and Power Girl are seen making a beeline to a nearby hospital via web swinging, and flying. Power Girl has Steve in her arms and is being very careful while flying him.

"We got a drug overdose here," Spider Man calls out to one of the doctors as he and his Kryptonian girlfriend arrive at the hospital.

"Emergency room's that way," says one of the doctors.

"He's going to need immediate help," says Power Girl.

"I'll do what I can," the doctor replies. "But he's not the only one to check in with that problem tonight."

Upon arriving in the emergency room, the two heroes saw, to their horror, a lot of people on stretchers being treated.

"God…." Spider Man says quietly.

Suddenly a man with grey hair walks by looking into some files and Power Girl tries to get his attention,

"Doctor?"

"Sorry I've got to….." the doctor begins to say.

"He's DYING," Spider Man stresses to him.

"I said…." the doctor begins to say again but stopped when Power Girl grabs the man by the collar of his dress shirt and lifts him into the air with one arm. Suddenly the whole emergency room goes quiet.

"And WE said that he's dying. Take care of him. Right. Now," she growls as she grits her teeth. Her eyes start to glow red as if she's ready to melt the guy's face off with her heat vision.

"Unless you're looking for a good tan, it would probably be wise to do as the lady says," Spider Man says politely, playing good cop in this situation.

The doctor with a look of terror in his eyes says, "Okay, okay, right, um…..Orderly, I need an orderly over here."

"Good move," Power Girl says as she puts the doctor down.

As the doctor leaves, Spider Man sighs, rubs the back of his neck and looks over to his girlfriend, "Right, I completely forgot how terrifying you can be when you're pissed off, and don't even get me started with how you get when you don't have your coffee in the morning." Karen rolls her eyes, shakes her head and chuckles admiring her boyfriend's tendency to lighten the mood.

The two heroes leave the hospital.

 **Parker/Starr residence, Brooklyn NY**

"You're sure he'll be okay Mr. Parker?" Jennifer asks her teacher over the phone.

"It's too early to say for certain, but he's got a fighting chance," Peter answers her.

Peter and Karen are now in their sleep attire and they're both sitting on the bed while Peter talks over the phone.

"Thank God…I still don't understand how they got there. I didn't think Spider Man or Power Girl got into this part of town really often, y'know? Too busy fighting big bad guys in big bad costumes right?" the teenager responds.

"Right," says the spider hero. "But I saw them go by. Power Girl must've heard me with that super hearing of hers."

"Well, I'm just glad they were there. I still can't believe I missed my chance at meeting Power Girl. If only it was in different circumstances….." Jennifer chuckles.

Peter chuckles as well, "Well, I'm sure you'll get another shot at meeting her someday. Listen Jennifer, I just….I want you to know that Karen and I won't turn you in." "Thank you, I…" Jennifer begins to say but Peter interrupts her,

"On one condition."

Jennifer's face begins to fall, "Okay, right, here comes the hustle. You've got something to hold over me and now you want…."

"No…..no, that's not it at all, Jennifer. It's just…..if you get into trouble, I want you to know you can call either me or Karen. Karen even says she'll give you her cell number," Peter says reassuring her that he wasn't going to blackmail her in any way. "If there's any way we can help, just….let us know. No strings. Honest and true. Deal?"

"Yeah, um, I'll….I'll think about, ok?" the young girl says as tears start to stream down her eyes.

"Okay" replies Peter.

"And I….Thanks Mr. Parker, and tell Ms. Starr it was nice meeting her," and with that, Jennifer hangs up the phone.

Peter puts the phone back on the hook on top of the table by his and Karen's bed. Peter looks over to his Kryptonian girlfriend,

"Some night huh?"

"Hell of a night," Karen says back to her boyfriend.

"Funny, the only thing she's really bummed about at this point is that she didn't get to meet her idol." Peter says jokingly. Karen lightly laughs at that and then, suddenly, an idea pops into her head.

 **Midtown High School, Queens NY**

"Okay class be sure to read the chapter on Metabolism for Friday," Peter says to his students as the bell rings.

Jennifer was about to leave when Peter calls out to her, "Jennifer, a moment of your time please."

"Ooooh you're in trouble again," the same blond kid from the other day teases.

Jennifer scowls at him and head straight to Peter's desk. "Look Mr. Parker, about last night….."

"Don't worry about it. I want you to follow me to the rooftop." Peter says to her.

Jennifer raises an eyebrow, "The rooftop?"

"Yeah, I want to show you something," her teacher says.

"O..kay," Jennifer says with a confused look on her face.

As they're walking, Jennifer speaks first, "Your girlfriend is really nice. I can see why you love her so much."

"Well, the snow globe was right about her being an angel," Peter says with a smile.

At the rooftop Jennifer start to ask, "Okay, what did you want to show me?"

"Jennifer Hardesty?" a strong feminine voice calls out from behind her.

Jennifer turns around "Yeah? Who's the…..HOLY SHIT!"

"You kiss your mother with that mouth?" a chuckling Power Girl asks as she's hovers in the air with her arms folded and her cape and hair blowing in the wind.

Jennifer is now in full-on fangirl mode, "Power Girl is here and she's talking to me. Power Girl is ACTUALLY here and she's talking to me."

"I think she's happy to see you," Peter chuckles in amusement.

Power Girl chuckles as well and looks back over to her biggest fan as she lands in front of her, "After Spider Man and I got your brother to the hospital, your teacher here mentioned you. Says something about you being my biggest fan. Is that true?"

Jennifer nods with her mouth agape.

"Well, I want to say that it's very noble of you to be looking out for your brother. I know you're trying real hard to keep him out of trouble…..also….I would like to apologize to you."

"Apologize? For what?" Jennifer asks.

"Your teacher told me about you're current predicament. If I had known what you kids were going through earlier I would've done something about it immediately. I….feel like I let you down. I'm very sorry," Power Girl says in a solemn tone and lowers her head in shame.

Peter quietly looks at his girlfriend in sympathy. Suddenly, Power Girl feels something wrapped around her torso. She opens her eyes and sees Jennifer hugging her.

"It's okay, I know you would've done something to help us. You're only one person and you can't be everywhere at once. I'm sure even The Flash has the same kind of problem."

Power Girl hugs the girl back and a tear falls from her eye. When they pull apart she immediately wipes the tear away, "Still, it's rare that I have fans. Well….that's not true. Most of my fans are usually guys, but that's only for…obvious reasons," She motions her hands to herself.

Jennifer lightly laughs, "I seriously don't get the hate you get from people with the way you dress. Have they even seen Wonder Woman's costume, or Supergirl's?"

"EXACTLY," Power Girl exclaims. "Finally, someone who understands."

Jennifer smiles, "I want to thank you for saving my brother. I don't think he would even be alive today if it wasn't for you. If you see Spider Man, tell him I said thank you as well."

"I'll be sure to give him the message," the Kryptonian replies with a bright smile.

"Well, I better head back to my patrol, it was nice meeting you Jennifer."

"Aren't you going to give me the ol' "stay in school, eat your veggies and don't do drugs" speech that every superhero does?" Jennifer asks.

Power Girl lightly laughs at that, "I may have all of Superman's powers, but I don't have his shtick." Jennifer bursts into laughter at her hero's remark.

Power Girl looks over to Peter and gives him a flirtatious smile, "So handsome, you doing anything later?"

"Okay, ew," says the teen.

Peter smirks, "Sorry, you're pretty and all but I already have a girlfriend."

"Well shoot, she must be one lucky lady. See you around Jen." And with that Power Girl shoots up into the air, creating a sonic boom as she flies off into the distance.

Jennifer and Peter wave their goodbyes and goes back inside the school.

One month later, news broke about Starrware using some of its funds to renovate an abandoned building on Rosedell Ave turning it into a shelter for homeless children. The kids were given better clothes to wear as well as better food to eat and a better place to sleep. The kids who are still going to school are still able to go and finish their high school education. As for Jennifer and her brother Steve. Jennifer finally convinces her brother to stop taking drugs and he's currently in rehab. Now whenever Peter sees Jennifer in class she always has a smile on his face, which in turn, he would smile too.

 _ **Well, another chapter done. A little longer than the last one I might add. Anyway, I had a blast writing this one, because I'm a sucker for seeing superheroes dealing with the smaller problems as well as the big ones. The whole ending was completely original since Jennifer and the rest of the homeless kids still live in that dump of a shelter by the end of the original story. While I haven't read the rest of JMS's run (for obvious reasons) I don't know whether or not she gets a proper send off. I highly doubt it, so I decided to give her a happy ending of my own. Be sure to leave a review so I can see what you think of the story so far.**_


	3. Chapter 3

_**So here we are with Chapter 3. This one will be a two-parter. I had a little writer's block with this one, mainly due to the fact that I was looking for a good villain for our two heroes to fight. I manage to find one so it's all good. Since this particular story is really a series of stories, I don't really have an ending planned unlike my other story... at least for now anyway. In fact, I have so many ideas in my head right now that ending this thing would actually take a while. Anyway, hope you enjoy this one. I also make references to other Spidey related characters that might make appearances in future stories. Spider Man, Power Girl and all related characters are owned by Marvel and DC comics.**_

Chapter 3

 **Forest Hills, Queens NY**

"Yes, yes, I'm coming hold your horses."

An elderly woman wearing a white blouse, a long tan skirt that stops short below her knees, a pair of white socks and tan slippers with short grey hair and greyish blue eyes makes her way to the door after hearing the doorbell ring. She opens the door and sees that it's none other than her nephew wearing a black t shirt, brown khaki pants and black sneakers and his girlfriend/future niece in law wearing a white shirt with black stripes with the sleeves hanging down her shoulders revealing a black tank top underneath, black pants and white tennis shoes. She's also wearing a black headband over her head.

"Peter, Karen," the woman says with joy in her voice as she proceeds to hug the two young adults.

"Hey Aunt May," both Peter and Karen greet as they hug their elder back.

Every Saturday, Peter and Karen would visit May and spend some time with her. The couple would tell her how things were going in both their daily lives, and just be there to give her some company. May was always pleased to have them visit since it gets rather lonely in her house. She knows that Peter is a grown man, therefore he can't be living with her forever. She didn't have to worry about being alone when Ben was still alive and when he was gone she still didn't have to worry because she still had her nephew around. Now that Peter is venturing off on his own, living with his girlfriend no less, she starts to feel the isolation more and more.

"So how are things going with your teaching job," the elderly woman asks her nephew.

"I had my students take an exam this week. A lot of them actually did really good," Peter says to his aunt about his teaching job.

"Kind of surprising since half of them would fall asleep on you during lectures. Can't blame them though. Your "nerd talk" does a really great job at lulling me to sleep every night," says Karen.

Peter glares at his girlfriend eliciting a light laugh from his aunt.

"So how are things at Starrware dear?" May begins to ask the Kryptonian.

"Ugh, stressful," Karen responds with exhaustion in her voice. "Bills to pay, projects to fund. Doesn't help that I don't even know half the stuff my employees are working on."

"Yeah, kinda sad that your own boyfriend knows more about what's going on in your company than you do," Peter says in a teasing tone. "Maybe I should take your place as CEO."

Karen chuckles at the last thing Peter says, "Yeah, I would LOVE to see that. Give it a month and you would probably run the entire company into the ground."

"Maybe you two can form a partnership. Karen, you can help out with the finances, PR and recruiting new employees, and Peter, you can help out with all the research," the elderly woman suggests.

Peter thought about it for a moment, "Not a bad idea. I mean I always did see myself as the mind and Karen the muscle."

"Hey, I'm not always the muscle," Karen says taking offense to what Peter says.

"Oh, really Ms. "I only solve my problems with my fists?" the wall crawler retorts.

May watches the young adult couple bicker and banter in adoration. It only seemed like yesterday when Peter introduced her to his girlfriend. May was a big skeptical at first because it was only a month prior that he and Mary Jane Watson broke things off. She was worried that maybe he moved on a little too quickly. However upon meeting and getting to know Karen, all her worries were put to rest. To May, the blond Kryptonian was like the daughter she never had but wishes. When Karen finally got the chance to meet her boyfriend's aunt she was a little nervous like most girlfriends would in this situation. She felt more at ease when the two finally met and were able to hit it off very well. It wasn't until she got her memories of her previous life back that Karen was reminded of Lois every time she talks to this elderly woman. It had gotten to a point where Karen now sees May as second mother to her. Visiting Peter's aunt was one of the things Karen always looked forward to the most and cherishes every moment of. After losing Kal, Lois and almost everyone else from her Earth, she doesn't really have any family left. Every Christmas and Thanksgiving she is usually at home by herself eating Chinese take out and watching TV specials with either Stinky or Atlee. Now that she's dating Peter, she feels like she's part of a family again. Here she is in a house with two people that care about her and make her feel special.

"So how are things with the Justice Society?" May starts to ask.

"Well, yesterday, Shocker and his "Sinister Five" were causing some trouble. They weren't any trouble though. It was like fighting Barry's Rouges," says Peter

"It was a good training exercise for Courtney and Miles," Karen finishes.

It's been about a year now since May found out that her nephew was Spider Man. She remembers that moment like it was yesterday as well. When the elderly woman payed an unexpected visit to Peter's old apartment, she found him lying on the bed covered in bandages (from injuries sustained during a brutal fight with the Lizard) and his tattered Spider Man costume on the floor. It took her about a week before she finally got the courage to confront him about it, and what a conversation that was. May was a little heartbroken that Peter lied to her all these years about his double life, but she understood why he did. When Peter told her that Ben died because of him, she told him that it wasn't his fault. That night when the burglar was robbing their house, she was the one that sent her husband to investigate the noise coming from the kitchen. All these years May had also blamed herself for Ben's death but she now she realized that her own nephew also carried that burden. She then told him that he didn't have to carry such a burden. While the elderly woman didn't like the fact that her nephew is putting his life on the line every day, she was willing to accept it because at least he using his powers to do what's right. She and Ben had raised him well. When May asked if Karen knew about his double life, Peter told her it was best if he brought Karen over so they can all discuss this. This, of course, led to Karen revealing herself as Power Girl to her boyfriend's aunt. May was stunned at first then she began asking questions. Her first question was, of course, about the boob window. Karen answers her question by saying it's for a couple of reasons. Originally when she first designed the costume, it was supposed to have a symbol similar to the "S" on Superman's costume, but she couldn't think of anything. She thought maybe she'll figure it out and close the hole, but she never did. Another reason is that since she's from an Earth that no longer exist, it represents the void she now has in her heart. Peter decided to put his two cents in and point out his own personal reasons as to why Karen has such a lewd costume. He pointed out that it's a great way to distract or, as they learned from their fight with the Beetle, dishearten their enemies...He also pointed out that it gives her an opportunity to be a damn tease to her boyfriend who's trying real hard not to look but is always tricked into taking a quick glance. (He never told his aunt the amount of times she would come up with clever ways to play peekaboo with her costume whenever they're alone. What they do in their alone time is their business.) Karen and May laughed at the last thing he pointed out while Peter looks away arms crossed with a pouty look on his face. When May began to ask questions about Karen being from another Earth, the Kryptonian began to tell the elderly woman her rather complicated backstory...it didn't help much when Peter went in full on "nerd mode" when he tried to explain the multiverse confusing the poor woman even more. When Karen got to the part where she tells May that her Earth and everything she knows and loves about it no longer exists, as well as the deaths of both Kal and Lois, May looked at the poor young woman in sympathy. It was when she saw tears in Karen's eyes that she got up from where she was sitting and pulled her into a hug, telling her she'll gladly welcome her into her family now that she's dating her nephew. At that Karen begins to hug May back, thanking her and letting the tears fall. For May, it was going to take some getting used to having superheroes as family members, but she's proven to Peter time and time again that was a strong woman.

"Courtney and Miles. You're talking about Stargirl and that other Spider Man right?" May asks.

"Yep, we've been given the task by Jay and Alan to train these kids," Peter answers.

"I still can't believe there are now two Spider Men running around," says the elderly woman. "

Well, Miles is from another Earth like me," Karen begins to say. "During the whole debacle with Alex and Prime, the machine that Alex used to bring back the multiverse just happened to merge his Earth with ours."

"I've been training him while Karen has been training Courtney. So far they are two of our youngest JSA members," says Peter.

"So even as a superhero you're teaching kids. It's almost like you and Karen are ready to have kids even before you two get married," May says with a chuckle.

"Karen and I would love to have kids…." Peter begins to say.

"…But we can't," Karen finishes with a sigh as she looks down in sadness.

The sad truth about Peter and Karen's relationship is that since Peter's spider enhanced DNA and Karen's Kryptonian DNA are completely incompatible with each other (and the fact that one of them is from a different universe doesn't help matters either) the two heroes can't have any kids even if they tried. While they can still have sex (like rabbits in their case) the chances of Karen ever getting pregnant is at an all-time low.

"Well, you can always adopt. I'm sure there's a crashed alien spaceship with a baby inside out there somewhere," May says eliciting a chuckle from the younger adults.

Suddenly Peter and Karen's JSA communicators start to go off, "Spider Man, Power Girl. This is Mr. Terrific. Are you guys busy right now?"

"What's situation Mr. T?" Peter asks with his fingers pressed against his ear.

"There's someone at HQ that's looking for Power Girl. He says it's really urgent," says Mr. Terrific

"Alright, we're on our way." Karen says with her fingers pressed against her ear.

"So duty calls?" asks May.

"We're really sorry about this Aunt May," says Peter.

May motions her hand telling them it's no problem, "Do what you got to do."

"Don't worry Aunt May, I'll make sure Peter doesn't do anything stupid," Karen says with a smug smirk eliciting a mock glare from her boyfriend.

"You better," May laughs.

The two heroes get up from the couch they were sitting, waved at the elderly woman and walked out the front door.

 **JSA Headquarters, Battery Park**

"Karen, Peter," a teenage girl with long blonde hair with a staff and a very patriotic looking costume was there to greet Spider Man and Power Girl as they walked into JSA HQ.

"Hey there Stargirl, so who here wanted to see me?" Power Girl asks the girl named Stargirl.

"He's in the lab with Doctor Mid-Nite. He says he won't talk to anyone else except for you," Stargirl replies.

"That's…odd," Spider Man now says.

The two heroes follow Stargirl to the lab and what Power Girl saw made her roll her eyes in annoyance.

"Oh for God's sake, HIM?"

Standing in front of them was a muscular man with short brown hair, brown eyes and a 70s style mustache. He's wearing a red and gold open vest that shows off his chest, red briefs with a gold belt, and black boots.

"Ah, just the person Vartox needed to see," the man says as he walks up to Power Girl. "It's been a long time Kara Zor-L." The man now known as Vartox takes her hand and kisses it.

"Yeah, and I was hoping you and I wouldn't see each other a lot longer than that," Power Girl says as she snatches her hand away.

"Um, excuse me, but who the hell are you and how do you know Power Girl?" Spider Man begins to ask.

"I am Vartox of the Planet Valaron. As for how Vartox knows this lovely woman, she helped save his planet some time ago. Vartox and Kara Zor-L even had dinner together." Vartox answers. "And just who are you puny one and what is YOUR relation to her?"

"Spider Man of the Planet Earth," Spider Man answers. "As for how Peej and I know each other, I happen to be her current boyfriend at the moment. Funny, we've been dating for three years and not once has she mentioned you."

"Uh oh, here comes the drama. I should've brought popcorn if I knew this was going to happen," says Stargirl

"Not. Helping," Power Girl says through gritted teeth.

Vartox laughs at what the wall crawler told him, "Surely you jest. A little shrimp like you who bears the name of a certain specimen that Vartox usually crushes beneath his boot has managed to win the heart of this powerful goddess of a woman?"

"Maybe she's not into guys who like to talk about themselves in third person. Also, I don't appreciate the fact that you like to kill my arachnid brethren on a daily basis. Spiders are people too you know," Spider Man retorts.

"Hmmm, you are correct arachnid. Kara Zor-L doesn't like it when Vartox speaks about himself in third person, but to end up with a man who likes to catch flies, Vartox finds that VERY hard to believe," Vartox says back.

"Says the guy who looks like something out of a porn film from the 70s," says Spider Man.

"ENOUGH," Power Girl shouts finally ending the verbal exchange between her boyfriend and the Valaronian.

"Yep, should've brought some popcorn," Stargirl whispers to Doctor Mid-Nite.

Power Girl give Stargirl a glare that says, "Not. Another. Word" and Stargirl immediately keeps quiet. "Now, tell me what it is that you want otherwise leave and this time for good," Power Girl says to Vartox in an irritated tone.

"Very well, Valaron was under attack. Vartox's forces were able to hold them off, but Vartox has a feeling that he hasn't seen the last of them," Vartox explains in a serious tone.

"Your planet was attacked? By who?" Power Girl asks.

"By this," Doctor Mid-Nite answers and motions his hand to a robot that was sitting on the lab table.

The robot was silver and very metallic looking with a skull-like face. Spider Man and Power Girl's eyes both widen in recognition.

"That's one of Brainiac's sentry bots," Spider Man says.

"This is bad. Really bad," Karen says in a serious tone.

"Vartox doesn't understand. Who is this Brainiac, and why does he dare attack Vartox's home planet?" the Valeronian asks.

"Brainiac is a scientist from the Planet Colu," Spider Man explains. "Think of him as Johnny 5 if he had a complete disregard for all life and all he wants is to gain input."

"Johnny who?" Vartox asks.

"I got it," Stargirl says. Everyone starts to look at her. "…I…understood the reference," the star spangled kid says sheepishly. "I'll shut up now."

"So how dangerous is this Brainiac?" Vartox continues to ask.

"Basically, he likes to collect information of each planet he visits," Power Girl continues the explanation. "He goes to a planet, finds a city, plucks that city out of the planet and puts it into some kind of glass jar, then he destroys the planet that city was originally from."

"He did it to the city of Kandor…which was on Krypton…and guess what happened to that planet?" Spider Man also explains in a dark tone. He remembered Supergirl telling him about what happened on Kandor. The wall crawler couldn't help but feel bad for the poor kid. She was devastated.

Power Girl nodded her head in agreement at what Spider Man said.

"By the Valaronian Gods," Vartox says in horror. "Well, we must act now. We can't let Valaron fall at the hands of this fiend."

"As much as I hate to admit it, but I agree," says the blonde Kryptonian. "Hey Doc, where you able to search the robot's data banks and track where it came from?"

"I did," answers Doctor Mid-Nite. "The computer was able to pinpoint Brainiac's last location. Right around….here." He points at the computer screen where a red dot was shown pinpointing Brainiac's exact location.

"Vartox will put this information into the main computer of his ship so it can track it. Vartox says we intercept him before he reaches Valaron and puts his fair city in a bottle," says Vartox.

"Power Girl and I will go with Vartox to find Brainiac," Spider Man says.

"Wait, how are you going to survive the vacuum of space?" Power Girl asks her wall crawling boyfriend.

Spider Man lifts up the top of his red and blue jumpsuit revealing a belt with web cartridges. He opens a small container that is located on his belt buckle where his spider signal is located and takes out a blue pill, "I cooked this baby up along with the boys at Starrware. One swallow of this bad boy and I'll be able to breath in space for over 48 hours."

"I'm surprised the CEO didn't know about this," Power Girl asks with a smirk.

"Well, that's what happens when the CEO doesn't really know half the stuff that goes on in her own company," Spider Man retorts also sporting a smirk underneath his mask.

"Enough of the playful banter. We must stop this Brainiac cretin at once," Vartox says in a serious tone.

"Right, lead us to your ship," Power Girl says getting back into focus.

"What do you want us to do?" Stargirl asks.

"You and the rest of the JSA stay behind in case Brainy decides to put Earth on his Amazon wish list. Somebody has to contact the Justice League in case things go to hell," Spider Man orders. "We'll let you know if something happens."

Stargirl nods in understanding and watches the two heroes and the Valaronian leave the lab.

 **Vartox's spaceship, Deep Space**

"With the coordinates given to us we should be able to reach Brainiac's location and bring the fight to him," Vartox says to the two heroes.

"Good, we need to be careful though. Brainiac is no joke. Even Superman had a tough time beating this guy," says Power Girl.

Vartox nods his head in understanding and the two look over at Spider Man who is sitting on one of the beanbag chairs at the far end of the room. The wall crawler has been awfully quiet ever since they left Earth...something that bothers Karen completely. Her boyfriend didn't even make a crack about Vartox's ship being a giant head when they first got on board.

"Your lover hasn't spoken since we left the planet," Vartox points out.

"Yeah, I know," Power Girl says with a sigh. "Usually he's a lot more chatty. The fact that he's not saying anything right now worries me."

"Well, Vartox is going to make sure the ship is heading in the right direction. If you ever need anything, and I mean...anything..." Vartox says with a sly grin.

"I'll be fine thanks, now shoo," the Kryptonian says immediately brushing him off.

As Vartox goes to pilot his ship, Power Girl walks over to Spider Man and sits on a beanbag chair next to him, "Okay, let's hear it."

"Hear what?" Spider Man asks.

"Don't play dumb with me," says Power Girl "I've been with you long enough to know that whenever you're not saying anything, something's on your mind. We're about to fight an evil alien scientist very soon, so I suggest we have this conversation now just to get it out of the way. I'll wait."

Power Girl sits comfortably on the beanbag chair leaning in Spider Man's direction and staring at him, waiting for him to ask the question she knows he's going to ask.

Spider Man looks away.

There was some awkward silence for about a few seconds until…

"You and him?" Spider Man finally asks looking back in his girlfriend's direction.

"THERE it is," Power Girl says looking at the ceiling and throwing her hands up.

"How come you never told me that you and Zapp Brannigan over there used to be a thing?" Spider Man presses on.

Power Girl rolls her eyes and scoffs, "Because "Fry" we never were a thing."

"He told me you two had dinner together," Spider Man points out.

"It was only one date. ONE. And it wasn't even a very good one," Power Girl also pointed out "Besides, I only went out with him to help save his planet. It was a life or death situation."

Spider Man turns in the direction opposite of his girlfriend and crosses his arms, "You still should've told me about it."

The Kryptonian was starting to get irritated by the wall crawler's attitude, "Oh, you're the one to talk. Let me ask you this question: How long was it going to be before you finally started to tell me about Felicia Hardy?"

The Spider Man's eyes widened underneath his mask after hearing his girlfriend mention one of his exes. He turns back around, "I...was trying to find the right moment to tell you,"

"Really? Because I had to find out for myself...through HER," Power Girl says in an angry tone. "Let's not forget the time when that feline skank was all over you like a ball of yarn, and you didn't even TRY to pry her off. I was this close. THIS. Close. To giving her a big ass uppercut into space," Power Girl holds up two fingers to emphasize her point.

"I…," Spider Man couldn't think of anything to say on the matter.

"So don't go asking me about why I wasn't so honest with you about my love life because, clearly, you weren't that honest with me," Power Girl says. She turns away from her boyfriend and crosses her arms.

 _"Way to go Spidey, now she's angry at you. Better make it up to her later, otherwise I'll have to be sharing the couch with Stinky when we get back home,"_ Spider Man thought.

There was some more awkward silence until Vartox steps into the room to inform the two heroes the current status of their space voyage, "You two might want to come with Vartox to the cockpit. There's something you need to see."

"Let's just get this over with," Power Girl says in an annoyed tone as she gets up from the beanbag chair.

Vartox sees her walk by and he raises an eyebrow, "What's troubling her?"

Spider Man sighs, "Don't worry about it. I'm pretty sure she'll feel a lot better when she finds something that she can hit."

Vartox nods as he and Spider Man head out into the cockpit.

Outside the window of the cockpit was a giant ship that has the shape of a skull with tendrils coming out of it.

"Yeep, that's Brainiac's ship alright," Spider Man says.

"Okay, so how do we get in without being noticed?" asks Power Girl.

"Vartox has a teleporter. We'll be able to instantly transport inside Brainiac's ship undetected," Vartox explains.

"Oooh, the Star Trek approach. I like it," says Spider Man.

"Uh…yes. That's exactly what it is," says the Valaronian clearly not getting the reference.

The trio approach the teleporter and Vartox punches in some codes to activate it. As Spider Man is standing at the teleporter, he looks over the Power Girl, "Well, I know when this is all over and we have to teleport back you finally get the chance to say, "Beam me up Scotty.""

Power Girl refuses to look at Spider Man. She doesn't respond, nor does she crack a smile at what he said.

 _"Yep, she's still mad,"_ the wall crawler thought.

The teleporter activates and the trio transport straight inside Brainiac's ship….which happens to be in a room full of sentry drones.

"Well this is awkward," says Spider Man.

"I thought you said we would get inside undetected," Power Girl angrily says to Vartox.

"Well…Vartox forgot to mention that while we would be able to infiltrate the ship, it doesn't pinpoint an exact location," the Valaronian explains. "We could've ended up in a broom closet for all we know."

"INTRUDER ALERT. INTRUDER ALERT," the robots begin to say. "UNIDENTIFIED LIFEFORMS DETECTED. COMMENCE IMMEDIATE TERMINATION."

"Well, get ready for a scrap guys," the wall crawler says.

The robots begin to attack. Spider Man dodges the cables that were coming out of the robot's hands by vaulting over them. He grabs the cables in mid-air. When he lands on the ground he proceeds to swing the robot around and knock it into a bunch of other robots.

"Now we know we just crashed your little party here, but we did get invitations. They just got lost in the mail. Honest," the wall crawler quips

"Is he always like this?" Vartox asks Power Girl as he takes out a good amount of them by firing energy blasts from his hands.

"Told you he's rather chatty, but you get used to it after a while," Power Girl replies as she punches a hole through the chest of one of the robots and pulls out some of its cords from the inside of it, putting it out of commission. She then proceeds to punch another robot's head clean off and cut dozens more of them down with her heat vision.

The trio seems to have the upper hand in this fight until Spider Man's spider sense starts buzzing, "Uh, guys? We got trouble."

Suddenly some metal tendrils start appearing from the ceiling subduing the wall crawler, the Kryptonian, and the Valaronian. All three of them get hit with a jolt of electricity rendering them all unconscious. Suddenly, a tall green man appears from the shadows and looks down at the unconscious heroes.

"WHAT SHOULD WE DO WITH THEM?" asks one of the sentry bots.

"The muscular one is from the planet we are looking for. Take him to the lab to have him studied. As for these two. Keep them under lock and key. I'll deal with them after we take care of the planet we're seeking," says the tall green man.

 ** _Looks like our heroes are in a heap of trouble. What will they do to get out of this dangerous situation? You'll have to find out next time._**

 ** _So yeah, I decided on Brainiac because I thought he would fit perfectly with the story I was telling. It was either him or Larfleeze. Anyway, just to clarify, the Brainiac I'm using in my story is inspired by the Brainiac from the Geoff Johns Superman storyline. You DC animated buffs may know it as the animated movie Superman Unbound (which to be honest. I didn't think that movie did the original story justice in my personal opinion). It's going to be a while for the next part of this story, as I will begin working on the next chapter of my other story (assuming college work doesn't get in the way that is), so you'll have to bear with me. Be sure to leave a review and tell me what you think of the story so far. Until next time..._**


	4. Chapter 4

**Spider Man, Power Girl and all related characters are owned by both Marvel and DC comics**

Chapter 4

"Peter…PETER…"

A voice calls out to Spider Man, which makes the web head slowly regain consciousness.

"Ugh, even Electro didn't fry me this badly. That really hurt," Spider Man says in a groggy voice.

"Yeah, and the fact that it was enough to bring ME down, I'm surprised you even survived…You…you had me worried," Power Girl said in a concerned tone.

"I've been through worse pain. Remember the time I told you about "The Master Planner?"" asks the wall crawler.

"I remember. I still can't believe you somehow were able to lift all that junk. And I thought Hal Jordan didn't believe in giving up," the Kryptonian says with a chuckle.

Spider Man chuckles along with his girlfriend. "So where the hell are we?" the spider hero begins to ask as he sits up. He props up his left leg, puts his left arm over his knee and looks over to his right at his girlfriend who is sitting right beside him.

"Probably inside one of Brainiac's bottled trophies. He's probably preserving us until he's ready to get some more input on Earth," Power Girl replies. "Though I got to say, the place he threw us in isn't half bad."

She was right, they're inside a jar that contained a lush, grassy field complete with exotic, otherworldly looking plants all over the field.

"You know, if we weren't in mortal danger, I would say this is rather romantic," Spider Man quips eliciting a small laugh from Power Girl.

There was some awkward silence.

"So…" the wall crawler begins to say.

"So…?" the blonde responds back wondering what he'll say next.

"Talk about your first fights," says Spider Man.

Power Girl raises an eyebrow then immediately remembers the conversation they had back on Vartox's ship and shrugs, "Eh, it was bound to happen eventually. Every couple have to experience it at some point in their lives. I wonder if the Dibnys ever had arguments?"

Spider Man sighs, "I guess we'll never know. God, I miss them. You know, they're the reason why we're together in the first place."

Power Girl gives out a small chuckle, "I still remember Sue constantly calling me out for staring at you when you aren't looking."

Spider Man lightly laughs, "Yeah, Ralph was the same way."

There was more awkward silence and Power Girl spoke first, "Well…as much as I love taking a trip down memory lane, we really need to get out here, find Vartox and stop Brainiac from turning his planet into a snow globe."

"I swear you're obsessed with those things," Spider Man says with a smug smirk underneath his mask.

The two heroes start to get up. Spider Man looks outside the jar they are in and notices the two sentry drones guarding them, "Those Terminators over there have built in teleportation devices correct?"

"That's what Kal told me when he talked to me about his experience fighting Brainy," Power Girl answers.

"Awesome, so we just need to find a way to get their attention and bring them in here so we can use them to get out of here," Spider Man explains. "And I know just the plan."

The robots looking at the glass jar notices a giant spider web forming at the upper part of the jar. There seems to be some sort of message on the web. It reads, "I used your mother to make toast for breakfast."

"Do you REALLY think that's going to work?" Power Girl asks her wall crawling boyfriend.

Suddenly the two drones begin to dematerialize. Spider Man's spider sense begins to go off and the robots materialized right behind them. The two heroes look over their shoulders.

"Wow…I cannot believed that actually worked." Power Girl says with a dumbfounded look on her face.

"YOU ARE CAUSING A DISTURBANCE," says one of the drones.

"Yeah, sorry about that. Usually, it's beneath me to insult someone's mom. However, I don't apologize for doing THIS," Spider man shoots out small little spider shaped devices that resemble his spider tracers and they latch onto the robots. The robots begin to short circuit, giving Spider Man an opportunity to use a device on his utility belt where he stores his web cartridges and begins to hack the robots. The robots reactivate and they're now under Peter's control.

"Oh yeah, I completely forgot you had those," says Power Girl. "Now THESE things I actually helped you out on."

Spider Man smiles, "That's because it was your idea. You came up with the schematics and everything. I guess you don't ALWAYS solve all your problems with your fists after all. You're as smart as you are beautiful."

Power Girl turns away from Spider Man not giving him the luxury of seeing her blush.

The two heroes begin to grab each robot and Spider Man begins to press some buttons on his belt with activates the drones' teleportation devices and teleports them out of their glass prison. The robots begin to deactivate once they were free.

"Nice work Bond, now let's go stop Brainiac," Power Girl says as she starts to make her exit. Spider Man grabs her hand to stop her.

"What is it?" the heroine asks as she stops and turns around.

"You're right Karen," the spider hero begins to say.

"Right about what?" Power Girl asks with a confused look.

"I had no business grilling you about your past relationships when, in hindsight, I haven't been quite honest with you myself. I should've told you about Felicia sooner and I should have done something when she was all over me like that. If I hurt you in any way I'm…" Spider Man says only to be cut off by the removal of his mask up to his nose and a pair of soft pink lips pressed against his. He wraps his arms around her waist and pulled her closer to deepen the kiss.

As they pulled apart, Power Girl who is sporting a small smile spoke first, "I'm sorry too. I guess I should have told you about me and Vartox. How about we save the day first and then fix our relationship?"

Spider Man gives out a wide grin, "Right. Heroics first, relationship stuff later."

The two heroes make their way down the hall. Power Girl uses her thermal vision to track Vartox's heat signature. It let them to a door to which Power Girl smashes it open revealing the Valaronian on a lab table with cables on his head and in his mouth.

"If Brainy's trying to get cable from this guy, he shouldn't bother. He probably only shows adult films from the 70s," Spider Man quips.

Power Girl rolls her eyes at the web head's joke, "Just help me get him out of this thing. Brainiac could have already taken enough of his data to pinpoint Valaron's location, and judging by how long we were out, I don't think we should waste any more time."

Spider Man gives a quick nod and helps remove the cables from Vartox's head and mouth. The Valaronian begins to fall on his knees and started coughing after he got one of the cables from out of his mouth.

"Vartox thanks you both for freeing him from this prison," Vartox says to the two heroes.

"Don't get too comfortable, we're not out of this yet," says Power Girl. "We still need to find…"

Dozens of sentry drones enter the room and surround the trio.

"Never mind, he found us," says Spider Man.

Brainiac emerges from the group of drones and approaches the three.

"You didn't think that by freeing the Valaronian that I wouldn't notice? I have this entire ship's computer downloaded into my mind. I know what is going on in here inside and out," the Coluan explains.

"You green cretin, Vartox will not let you make his home a part of your sick collection, and he will not let you destroy Valaron either," Vartox says with determination in his voice.

"I agree with Sean Connery here," Spider Man says next. "If you think we're going to sit here and let you touch both his planet and Earth, you got another thing coming pal."

"We're shutting you down for good this time Brainiac, and in the name of all of the alien races you've killed…including the Kryptonians," says Power Girl.

"Such bravado from all three of you, but your efforts will be futile," says Brainiac. "As for your home Valaronian, do you mean this?"

A sentry drone appears and in its hands was a small bottle with a city inside of it.

Vartox's eyes widened in recognition, "Vartox's city. HAND IT OVER YOU MONSTER." The Valaronian flies towards Brainiac only for the Coluan to grab him by the neck and punch him into a wall on the right side of him.

"VARTOX," Spider Man and Power Girl both call out to him.

"As I said, your efforts are futile," says Brainiac. "You cannot stop me from gathering all input throughout the universe. Once I am done with this planet, I will head to the planet you two are from, and repeat the process."

The whole ship started to rumble.

"For the record, that wasn't me." says Spider Man.

"I have launched a missile that is on a course to Valaron's sun," Brainiac explains to the two heroes.

Power Girl's eyes widened in fear, "If that missile hits the sun, it will cause a supernova that will engulf the planet. Everything in the vicinity will get incinerated."

"My time on this planet is over. Now it is time to target a new planet…starting with yours," Brainiac says as he leaves the room. "Try not to stop me or you will perish."

Spider Man and Power Girl look at each other wondering what they need to do.

"You go stop the missile, I'll keep Data busy in the meantime," Spider Man told his girlfriend and fellow hero.

"Peter, no, I won't let you fight that maniac. You've seen what he did to Vartox. He's way stronger than the both of us combined…He'll kill you," Power Girl argues, saying the last part in a whisper.

"This isn't the time or the place to argue Karen," Spider Man responds in a stern tone. "Captain Kirk's out of it right now, and you're the only one fast enough to be able to reach that missile in time. I can't fly, but I can at least distract him long enough for you to do your thing."

Power Girl looks down at the floor in contemplation. He's right, she's the only one who can stop that missile from hitting the sun, but she doesn't want leave him and have him fight Brainiac by himself. She's lost enough people in her life already. God forbid if Peter ends up being added to the pile.

With that, the Kryptonian looks back up at the wall crawler, "Alright, just…be careful. I don't want to lose you too."

"I'll try not to do anything stupid in the meantime. Wouldn't want to break our promise to Aunt May. She'll stop making those banana cream pies you love so much," Spider Man jokes.

Power Girl lifts her boyfriend's mask up to his nose and gives him a small loving peck on the lips. "Leave it to you to make a joke in the most dire of situations," she says with a warm smile and a chuckle.

"Yeah, but, it's the reason why we've been together for so long now," Spider Man responds with a warm smile as well.

"Well, that's only part of it. You also have a good heart, and you give people hope…You give me hope. You better not die on me…I love you." With that, Power Girl flies out of the ship and heads toward the missile.

"Wouldn't dream of it beautiful…and I love you too," Spider Man says in a low voice, knowing his girlfriend would hear him regardless. He leaves the lab to find Brainiac.

Using his spider sense he was able to track him down and find him inside a room with a huge group of sentry drones. The Coluan is holding Vartox's city in his hands like he just won a prize. Spider Man shoots a webline at the bottled city and yanks it off Brainiac's hands. The wall crawler makes a grab for it.

"Sorry pal, if you're looking for souvenirs they're available at the gift shop," he says to the Coluan.

"You are starting to become an annoyance arachnid," says Brainiac

"I know, it's sort of a bad habit of mine. I can't help it," replies the spider hero.

Brainiac's drones begin charging at Spider Man. The wall crawler flips over one of the robots and lands at a safe spot so he could keep the bottle holding Vartox's city safe. He puts the bottle down and goes back to the battle. The drones start shooting cables out of their hands in an attempt to capture Spider Man but the wall crawler was able to dodge them to the best of his ability.

"You walking USB drives aren't plugging into MY head," Spider Man says to the robots. "Last thing I need is for you guys to find out the password to my Twitter and Facebook account."

As the wall crawler was leaping into the air, a large green hand grabs him by the leg and slams him back on the ground. That large hand just happens to belong to Brainiac. As he's holding onto Spider Man's leg, he proceeds to slam him around all over the place from the floor, to some computer terminals. After he was done he grabs Spider Man by the neck and one of the drones approached him.

"I'm going to enjoy downloading data from your primitive brain," Brainiac says as the robot puts up its hand aiming its palm at the web slinger.

Just when Spider Man was about to have his brain dissected, a beam of ice comes out of nowhere freezing the robot in place and a fist shatters the frozen robot. That fist belongs to Vartox. The Valaronian proceeds to fire a beam of heat energy from his hands at Brainiac, making him let go of Spider Man. As Spider Man regains consciousness, he sees Vartox offering him a hand. All of the drones in the room were either nothing but scrap or ice shards.

"While it still baffles Vartox why Kara Zor-L was able to offer you her heart, he can see the love between you two is quite genuine," Vartox says to Spider Man as he helps him up. "She helped Vartox save his city once before. While he may never win her love, he at least wants her to be happy and that won't happen if you were to perish."

"Well, Spider Man thanks Vartox," the wall crawler replies. "Now how about we take down the walking Wikipedia over there?"

"Vartox agrees," the Valaronian responds as the two engage Brainiac.

Spider Man leaps in front of the Coluan and gets a couple shots in. He jumps out of the way of one of Brainiac's punches for Vartox to come in and get in some of his shots. By the third punch, Brainiac catches Vartox's fist, swings him around and throws him in Spider Man's direction as the wall crawler was about to jump in and deliver another punch. Both the wall crawler and the Valaronian warlord are knocked into each other and they both fall to the ground. They both see Brainiac coming in forcing them both to move out of the way avoiding the attack. Spider Man shoots two weblines at Brainiac attempting to yank the Coluan in his direction. Brainiac notices this and uses his superior strength to yank the wall crawler in his direction instead. Spider Man flew towards Brainiac but saw his attack coming a mile away. He vaults over Brainiac avoiding his fist. While in midair he shoots a web at the Coluan's eyes blinding him, and as he lands on the ground he fires two more weblines at his feet, making him fall face-first on the floor giving Spider Man a chance to throw him into the nearest wall. While Brainiac was on the wall Vartox shots a beam of ice at him keeping him embedded to it.

"Shall we take this outside?" Spider Man asks.

"We shall," Vartox says back.

The wall crawler shoots out two weblines in front of him and reels himself back in order to catapult himself into Brainiac.

"NOW," he shouts as he and the Valaronian warlord launch themselves at Brainiac, and all three of them crash through the wall and are now outside of the ship. Now that he's out of the ship, Spider Man notices two things: They're on some kind of planet (probably Valaron), and there's no tall building for him to swing from.

"Okay, maybe not the best idea," Spider Man says as he's falling.

Suddenly, a pair of arms wrap around his underarms. The wall crawler looks up and sees that it's Vartox saving him from falling to his death.

"You can shoot heat and ice beams out of your hands, you're super strong AND you can fly?" Spider Man asks. "What kind of super powers do you have?"

"Hyper powers…It's…kind of hard to explain," Vartox replies. "And while Vartox can fly, he needs these boots in order to control his flight."

"Join the club, I need to use wrist devices in order to spin webs," Spider Man replies.

"Vartox is curious. How does one such as you have the abilities of a common arachnid?" the Valaronian asks.

"Simple, an irradiated arachnid bit me," Spider Man replies.

"Seriously? Just like that?" Vartox asks with a raised eyebrow.

"I know, it's not something cool like say…getting them from a cosmic artifact or being struck by lightning while being bathed in chemicals," says Spider Man.

The two safely land on the ground and right in front of Brainiac. They look at the Coluan, and they can tell he's not looking too good. Brainiac is looking at his hands and he sees all the germs and bacteria that are plaguing his body. His eyes widened in fear and he begins to shake.

"No…get it off of me," he begins to say. "GET IT OFF."

"What's the matter Brainy? Can't take the fresh air?" Spider Man asks jokingly.

"Vartox takes it that you're not used to being exposed to so many uncontrollable organisms," says Vartox. "Let's finish this Spider Man."

The two begin to engage Brainiac once again. Vartox throws in a couple punches while Spider Man also gets a few shots of his own. Brainiac begins to stagger backwards but is not going down. Spider Man and Vartox, now standing beside each other, start to look at each other, give each other a nod and they both begin to run towards Brainiac at the same time giving him one last punch to the face, knocking him unconscious.

"Aaaaand scene," Spider Man says as he sits down on the ground exhausted. Vartox begins to sit down next to him. There was silence between the two for a couple seconds until the web head spoke first.

"Well…I guess Power Girl must have done her part considering we're not a planet sized flambe right now."

"Let us hope you are right," Vartox responds. "So tell Vartox, what was it that made you and Kara Zor-L become lovers?" Vartox begins to ask deciding to stir a conversation with his new ally now that Brainiac's down for the count.

Spider Man gives a small smile underneath his mask and begins to answer, "Well, aside from being smart, kind, and very funny, PG and I have much in common. She's probably one of the few people in my life who truly understands me and vice versa. We both dealt with some hardships in our lives. Pain, loss, regret, our own insecurities, but we're still able to keep a smile on our faces despite all the pain we might be feeling on the inside. You know, some people back on Earth don't really think too highly of us. I'm usually called a menace, while she's constantly being called…other horrible words because of the way she dresses. Words I'm not even going to bother repeating. But here's another thing we both have in common: we don't let those words get to us. People can use a whole slew of nasty words, but we'll just ignore them. To us it's just noise. We both just want to keep doing what we think is the right thing to do, and no newspaper editorial under the sun is going to break us."

Meanwhile up in space, Power Girl was able to catch up with the missile before it reaches the sun. She grabs the missile, uses all of her strength to throw it off course and she fires her heat vision to detonate the missile in the middle of space before it does any more harm.

Back on Valaron, Vartox takes in the wall crawler's words, "You two remind Vartox of the relationship him and his wife have. She was such a remarkable woman. Strong, independent, very brave. She always saw the best in people. Vartox always felt great joy whenever he saw her face. That beautiful smile she always had."

Spider Man was almost afraid to ask. He looks over at the Valaronian's direction, "What happened to her?"

Vartox sighs, "She was murdered."

Spider Man lowers his head in sympathy, "I'm sorry. To tell you the truth, I know what it's like. A long time ago before Power Girl and I even met, I was with another girl. We weren't exactly married, but we might as well have been. One of my enemies tried to use her in order to get to me and…well…he succeeded."

Vartox looks at the web head with a look of shock, "Vartox had no idea. He gives you his condolences."

Spider Man chuckles, "You know Vartox, for someone as bizarre as you, you and I seem to have more in common than I actually thought."

"Vartox concurs," Vartox says back as he puts a hand on Spider Man's shoulder.

Spider Man asks, one final question, "Your wife, what was her name?"

"Elyra. Her name was Elyra," Vartox answers. "What was the name of your former lover?"

"Gwen. Short for Gwendolyn," the wall crawler answers. A few feet away from them Power Girl can be seen watching the conversation. She crosses her arms and smiles at the exchange between the two.

 **Manhattan NY**

After restoring Vartox's city, it was time to bring the superhero couple back to Earth. Vartox's ship hovers over a nearby rooftop, and the trio depart from it to say their goodbyes.

"Vartox thanks you for saving his planet once again Kara Zor-L," the Valaronian says to the Kryptonian. He then turns to the wall crawler, "Spider Man, it was an honor fighting alongside you. Vartox can see why you were able to win the heart of this beautiful goddess of a woman. You are forever in Vartox's debt."

"I should be thanking you as well," says Spider Man. "You really saved my tucas back there. I don't think I would even be standing here asking about why your ship looks like a giant head and if there are other body part ships on your planet that you can combine to form Voltron or something."

"What's a Voltron?" Vartox asks.

Power Girl laughs, "FINALLY, I've been waiting for you to make that joke."

"Oh, trust me, I've been holding that in ever since we left," Spider Man says back. He turns back over to Vartox and puts out his hand, "Well, I guess this is goodbye. It was nice meeting you, even though we kinda got off on the wrong foot."

The Valaronian takes the web head's hand and shakes it, "Eh, no hard feelings. Until next time Spider Man." He turns over to Power Girl, "However, if there's a chance things do not quite work out with the arachnid…."

"Keep dreaming," Power Girl says with a smirk.

With that, Vartox gives out a chuckle, shrugs and heads back to his ship. The ship flies into the air and into the distance. Once it was out of sight, Spider Man turns to his girlfriend, "So, you busy this Friday?"

"Not really, why?" Power Girl asks.

"I really want to make it up to you after that heated conversation we had. How about dinner and a movie? There's this new Italian restaurant that opened up not too far from where we live, and we can see that new sci-fi horror movie that's coming out. I know how much you've been looking forward to seeing it. Hell, I was looking forward to it too, mainly for the sci-fi aspect of course."

Power Girl gives out that loving smile that made the wall crawler's heart melt every time, "It's a date."

The two begin to head back to their apartment. While they are walking side by side, Power Girl begins to stir up another conversation, "Zapp Brannigan? You know, I used to watch that show religiously and it never crossed my mind to even make that comparison."

"Just by the way he looks and his personality, How can you not? By the way, I am NOTHING like Fry. I'm actually intelligent thank you very much…My favorite was always the robot though."

 **And there it is, the second and final part of our epic saga. It looks like Karen and Peter have gotten over their rough patch, and their relationship stays strong. When coming up for ideas for future stories, I knew I wanted to make a story with Vartox just so I can have the pleasure of writing a very jealous Spidey. And because I know I will be asked this, yes, there will be a follow up where Power Girl is forced to team up with Black Cat somewhere down the road. So many ideas swirling in my head at the moment. The next chapter of Spider Man: Apocalypse will be uploaded later in the day. Until next time...**


	5. Chapter 5

_**Wow, it's been a while has it? Sorry for the long wait guys, been very busy lately. Anyway, I figured I make a couple more chapters for this story before I begin working on the sequel to Spider Man: Apocalypse. This chapter is basically a follow up to the last two. There's some Spidey/PG action near the end but this is mostly a character driven chapter. This is to help further develop Peter and Karen's relationship going forward and to serve as a breather before I throw another action packed story their way.**_

Chapter 5

 **Parker/Starr residence, Brooklyn NY**

"I guess even with all that power, she's still a girl," Peter says as he looks over to Stinky.

The wall crawler, wearing a silk grey suit with a black tie and black dress shoes is sitting on the couch in the living room with his girlfriend's cat nearby. He's waiting for Karen to come out of their room so they can get ready for their date. Apparently she's taking her sweet time. Peter promised her that they would have a night out in order to patch things up after their heated conversation about Karen not telling Peter about her "relationship" with Vartox and Peter being a hypocrite when he didn't tell her about his relationship with Felicia Hardy aka the Black Cat. This would be a perfect opportunity for the two heroes to come clean with each other about their love lives. Throughout the several years they had been dating, they had never talked about their previous relationships to each other mainly because both heroes didn't think it would be that important.

 _"I guess now would be a perfectly good time,"_ Peter thought. _"Also, it's been a while since we actually went out on a real date."_

Peter fondly remembers his first date with Karen. Their first night out consisted of the two heroes eating at a local pizza parlor together, where they talked about various topics. What movies they've seen, what TV shows they like to watch and just what has been going on in their daily lives. They went to see a horror movie that Karen had been looking forward to seeing for quite some time and, finally, they spent the rest of their night at Coney Island where they went to a photo booth making goofy faces at the camera and Peter winning a large plush doll for his girlfriend. That night was truly memorable because for the first time ever, the web head began to see the Kryptonian in a whole new light. Even before they started dating, Peter always knew that Karen, while she means business most of the time, had a sense of humor. Whenever Spider Man would make one of his usual quips, Power Girl would do one of two things: smile and chuckle at the wall crawler's upbeat and quirky personality or quip along with him. The rest of the JSA and even the Justice League knew there was some kind of special chemistry between Peter and Karen and they constantly encouraged them to get together much to the embarrassment of the two heroes. When they went out on their first date, Peter finally got to know the REAL Karen. Here was a woman who was just as much of a total goofball as he is and is not afraid to let loose and have some fun. It was on that day that Peter knew he found his perfect match…she just happened to be from another universe.

"Okay, I'm ready," says Karen as she emerges from the bedroom. Peter looks over his shoulder from the couch and his jaw drops. Standing before him, with her left hand on her hip, is his girlfriend in a beautiful sleeveless white dress that covers her entire body while at the same time hugging her curves in all the right places and, of course, there's an opening on her chest that displays her cleavage perfectly.

 _"I swear to god she's doing this on purpose,"_ Peter thought. _"Damn tease."_

She's also wearing long golden earrings with her hair in her usual bob cut style but was fixed in a way where the right side is covering almost half of her face and on her feet were white high-heeled sandals.

"So, how do I look?" Karen begins to ask.

"Babe, you could wear a chicken suit and you would still look undeniably sexy," was Peter's response.

The Kryptonian bursts into laughter at what her boyfriend said, "Well, now I know I don't have to shop for lingerie. I'll just buy a chicken suit at a local costume shop and wear that for sexy time."

Now it was the web head's turn to laugh, "I'm pretty sure any normal guy would be weirded out by their girlfriend showing up in their bedroom, ready for sex, and she's dressed like she's ready to stand outside of a local Krispy Krunchy Chicken and give out free coupons."

"Well, we're not exactly what you call, "normal"," Karen says as she laughs along with Peter.

"Good point. I find being normal to be vastly overrated anyway," Peter says with a smile eliciting a chuckle from the blonde.

Karen begins to look at Peter from head to toe, "Well look at you. So suave."

Peter with a confident smile adjusts his tie, "What can I say? Barney Stinson, Justin Timberlake, those guys ain't got nothing on me."

Karen lightly laughs, "Weeell, I wouldn't go THAT far. Those two can really rock a suit and tie."

Peter chuckles, "So where did the dress come from? I've never seen you wear it on any of our other dates."

Karen looks down at herself and brings her hand up to the dress's boob window and gives the bottom part of it a small tug "Well, that's because we normally dress casually whenever we go out on our dates. When you told me this was going to be a special night and to wear a dress, I found this thing still lying around and decided to put it on. This was the dress I wore on my date with Vartox. His ship had some kind of machine that let's you pick whatever wardrobe you want…My eyes are up here by the way."

Peter realizes what he was doing and immediately begins to look away. His face turning beat red, "Dammit, why do you always do that?"

"Why do keep falling for it?" Karen asks with her arms crossed and a smug smirk on her face. "You know I don't mind if you look. You're the only guy in the entire universe that actually has my permission. All you have to do is ask, and I'll be happy to give you a little peek," She winks. "Besides, I stare at you every time you walk around the house without a shirt on."

"I appreciate the offer, but Uncle Ben and Aunt May raised a gentlemen. While I'll admit you got great…assets…that's not the reason why I fell in love with you in the first place," says the web head.

The Kryptonian smiles in admiration. This is one of the reasons why she fell in love this man. Ever since they first met he didn't see her as just a chick with a nice rack, he saw her as his equal. He respected and appreciated her for who she is and refuses to look at her like she's some piece of meat. On the other hand, she really enjoys teasing him because she thought he looked cute when he gets all flustered. That and she gets a kick out of watching him squirm.

"I take it my great assets are just a bonus then?" Karen, still with that smug smirk on her face, now asks to which Peter had nothing to say and just blushes. "Judging by your silence, I'll take that as a yes. That's okay, you can resist all you want but I've got plenty of ways of making you crack. Sooner or later you WILL cave. Now come on, let's get this night started." She grabs Peter's hand and pulls him towards the door.

Their first stop was at a new Italian restaurant that opened up just two blocks from where they live. The two heroes had already ordered and are now waiting for their food to show up. While they are waiting they decided now would be a good time to open up about each other's past relationships.

"So, aside from the iconic trinity: Gwen Stacy, Mary Jane Watson and Felicia Hardy, are there any other former love interests I don't know about?" Karen asks. "A crush maybe?"

Peter begins to slightly look up in thought, "Well, back in high school, I did have a crush on this one girl. Her name was Liz Allan."

Karen eyes widened, "Liz Allan?"

Peter nodded.

"Liz Allan, the CEO of Alchemax."

Peter nodded again.

"Unbelievable," Karen says as she looks down at the table.

The web head smirks at the way his girlfriend's eyes narrowed at the mention of Liz's name, "Oh, right, I forgot you two have a bit of a rivalry."

"When it comes to pitching our big ideas to investors and seeing which one of us they would choose, on top of getting more employees to work for us, then yes," Karen says as she takes a swig of water from her glass. "A machine that serves as a literal gateway through time? Please. I know a guy that has a treadmill that does the same damn thing and then some."

"Is that…Jealousy I hear in your voice?" Peter asks with a smug smirk.

Karen glares at her boyfriend to which he begins to chuckle. "You don't have to worry about any competition regarding me Karen. I got over my crush on Liz years ago. She did start to harbor some feeling for me, but at that point I was already dating Betty Brant."

"That secretary lady at the Daily Bugle?" asks the Kryptonian.

Peter nods, "That relationship didn't last very long. My double life as Spider Man kept getting in the way."

Karen nods in understanding.

Now it was Peter's turn to ask some questions, "So, tell me, what did Vartox want from you that you had to go on a date with him?" He begins to take a swig from his water.

Karen puts her arms on the table and folds them together, "Well, he was at war with some brutes, and the monsters detonated a bomb that lets the people in his city have the inability to reproduce. That way, the entire population would die out. He needed my help to…repopulate his city."

At that, Peter spits out his drink, "WHAT? YOU MEAN YOU HAD TO…"

Karen immediately reaches over the table a puts a hand over Peter's mouth before he got to finish what he was asking, "Heheh, sorry folks. I just told my boyfriend I sold his car. Didn't mean to cause a scene."

The people at the restaurant who are all looking at the young couple went back to what they were doing and blonde sits back down in her seat. "Jeez, say it a little louder why don't you, and no we didn't have to do…that. Apparently on his planet stuff like that is considered "too primitive." He had this machine called the fertilizer which was like this big ball of glowing green energy."

"The "fertilizer?" Wow, for a tool used for reproduction, that doesn't sound sexy at all," says Peter which elicits a light laugh from Karen.

"I already made that joke babe."

"Well, I guess great comedians think alike," the wall crawler says with a warm smile.

The Kryptonian smiles and rolls her eyes, "Anyway, once I touch the fertilizer, Vartox's ship would then fire this giant beam to Valaron. It's called "the impregno-ray"."

At that Peter begins to burst into laughter which made the people in the restaurant look in the direction of the young couple once again.

"I just told him a really funny joke. Don't mind us," Karen says to the people with a genuine smile.

The people went back to what they were doing.

"Impregno-ray? Is that what it's actually called?" Peter asks while trying to contain his laughter.

"I know right? I thought it was hilarious too," Karen says as she laughs along with Peter.

"That's not even the most ridiculous part. Apparently once the ray reaches Valaron the people there will be able to reproduce and it's not just the women who gets pregnant but the men do too."

Now the two heroes start laughing together.

"On Valaron even the men can get pregnant? Oh my god…I…I can't. I can't," Peter says wiping the tears from his eyes.

A female waiter with blue eyes and brown hair that's in a ponytail, who looks to be in her early to mid-thirties, approaches the two heroes with their food, and she couldn't help but smile at them. Ever since the restaurant first opened, her customers had either been pretentious or just borderline stuck-up. But here are these two young adults just sitting there enjoying themselves, all happy and carefree. The waitress wishes there were more customers like these two. They seemed so friendly.

"Here is your food," the waitress says in an upbeat tone.

"Thanks, this place isn't half bad," says Karen.

The waitress smiles, "I'm just glad we're finally getting some good customers. The people around here can be very…"

"Self-important? Egotistical?" Karen guesses. "Yeah, my boyfriend and I got the same impression when we walked in."

"So, I take it you two are on a date?" asks the waitress.

The Kryptonian nods, "My boyfriend and I got into an argument not too long ago. He's making it up to me by taking me here. Then we're gonna catch a movie."

The waitress looks over at Peter.

"It was the least I could do. I just want to make things right with my girl," the wall crawler replies.

The waitress nods, "Anything else you guys need?"

Peter gives a warm smile and softly takes Karen's hand that was on the table and gives it a light squeeze, "I've got everything I need right here."

The waitress smiles again, "Wow, you must be one lucky lady to have a guy like him."

"You have no idea," Karen says with a blush and a chuckle.

"Do yourself a favor and marry this guy. Immediately." The waitress leaves, letting the two heroes dig into their food.

As they eat, Peter begins to ask more questions, "So aside from the mighty Vartox, were there any other guys you dated?"

Karen begins to think for a moment, "Ah, you remember Toyman right?"

Peter begins to look confused, "We talking the Toyman that fights Superman all the time or Big Hero 6 Toyman that lives in Japan and is actually a good guy?"

"The latter," Karen answers then chuckles. "Funny, he even has the same first name as that character from the movie. But yeah, after he helped us save the world that one time I promised the kid I'd go on a date with him…More like babysitting."

Peter lightly laughs, "So the relationship didn't last very long I take it. Let me guess he invited you over to his house so that you, him and the Power Girl bot he made…"

The web head looks up and sees his girlfriend with an angry scowl on her face. Her eyes are slightly glowing red, "No, go ahead and finish your joke. I've been itching to throw something into the sun."

"You know what? I suddenly lost my train of thought. I completely forgot what I was about to say," the spider hero lies as he starts sweating bullets and a look of terror in his eyes.

"Uh huh, sure," says the blonde. Her scowl disappears and she gets back on topic. "But yeah, that's pretty much it, aside from maybe two people who stole kisses from me. Those two being Hal Jordan when he was under the influence of Parallax, and Alexander Luthor, the Lex Luthor from Earth 3 in an attempt to knock me unconscious so he can use his Anti-Monitor machine to bring back the multiverse."

"Oh yeah, you told me about those times," says Peter. "I can forgive Hal since it was before we even dated. That and he wasn't himself, but Alex, when I find that guy he and I are going to have some words."

Karen shrugs, "Who knows where he is right now? Besides, he's practically a god. You really want to mess with him?"

"I think I can take him," Peter grumbles "Doesn't scare me."

Karen rolls her eyes and smiles, "Okay Mr. Macho."

Peter chuckles at that, "So aside from dating guys out of obligation, and supervillains kissing you out of the blue, were there any guys you dated because you really wanted to?"

Karen looks down at her food, "To be perfectly honest, no."

Peter's eyes widened, "Y…You mean…you never had a real relationship before?"

Karen doesn't look at Peter. She shakes her head as she's still looking at her food.

Peter now has a look of utter shock, "So, that means…"

"Yep," Karen finally says as she looks up at Peter with a shy smile. "You are my first real, love."

Peter still looks shocked, "B…But…No, that can't be possible. Guys would kill to have someone as beautiful as you as their girlfriend."

"And that's the problem Pete," says Karen. "I know tons of guys want to date me, but not for the reasons that you think. All they see is a hot chick with a great set of tits. They don't see anything beyond that. Even if I do get a boyfriend, then I have to deal with having to keep my identity a secret from him. From your experience with Betty, you already know how well that turns out."

Peter nods, "Not all guys are total pigs though. There are guys I know from both the Justice League and the Justice Society that would totally treat you with respect."

"Yeah, but those guys are either married, have girlfriends or they used to be married and use to have girlfriends and are still coping with their losses," Karen says back. "Hell, when we first met, you were still dating MJ. I never had a real relationship because it was hard to find one, plain and simple."

Peter starts to digest everything Karen told him, then he begins to smile, "So when I stepped into the picture, everything changed for you huh?"

Karen nods, "When we first met, I knew, the moment we started talking to each other, that you were different. You talked to me like you would talk to anyone else you meet. You didn't make any lewd comments, you listened to everything I had to say and when I finally got to see your face, I also knew that whenever we speak to each other you immediately looked me straight in the eyes. You're really fun to be around too. I like that you're quirky and awkward. I like when we joke around, be goofballs and have some of the craziest conversations. It's refreshing, especially considering what we have to deal with in our daily lives. You became my best friend Peter…well, second best…wouldn't want to upset Atlee."

Peter chuckles.

"That day when I told you about my encounter with Psycho Pirate was the day I knew that you were the one for me. You didn't give a damn about my history. All you cared about was here and now. You appreciate me for who I am and you were there for me when I was at my lowest point. You always knew how to cheer me up. That's why I didn't regret kissing you that day and dammit I'd do it again if I had the chance. You mean that much to me."

Peter gets up from his seat, walks over to a surprised Karen, puts his hand on her left cheek, bends down and kisses her passionately on the lips.

The people at the restaurant once again stopped what they were doing to see what was going on and there were audible "Awwws" all around.

The two heroes break from their kiss and they're now leaning against each other's foreheads.

"I love you Karen Starr," Peter whispers with a warm smile.

"I love you too Peter Parker," Karen whispers back with a wide smile.

As Peter heads back to his seat, Karen speaks up. "God, what the hell did I do to get so lucky?"

"If I'm gonna be honest with you, I'm asking myself the same question," Peter says with a chuckle. "Still can't believe I'm your first. Gotta say, I feel honored. This is definitely going on my resume under "biggest accomplishments"."

Karen lightly laughs as the young couple continue to eat their food.

Their next stop was a local cinema. A new sci-fi horror movie has come out that both Peter and Karen have been dying to see. The movie is about a college professor turning into a monster after an experiment has gone horribly wrong and his young students having to survive one night locked inside the lab with him. The two heroes want to see it for different reasons: Peter wants to see it for the sci-fi aspect because of his love for sci-fi movies, while Karen wants to see it for the horror aspect, since she's a sucker for "hard R" horror movies. They get their tickets, popcorn and drinks and they take their seats. Of course, there were a few movie trailers the theater showed before the actual movie. One particular trailer was a movie based on a Saturday morning cartoon both Peter and Karen remember watching as kids (Apparently, the various TV shows and movies that were on Karen's old Earth were no different from what they were on this Earth. Go figure.).

"God, it's like seeing my childhood being lynched before my eyes," says Peter. "It's supposed to silly, kid friendly and fun. Not dark, gritty and serious."

"Hollywood just loves to destroy everything we hold dear," says Karen. "They're not even trying to capture the spirit of the cartoon."

The next movie that was shown was a comic book movie coming out in a few months called, "Nighthawk v. Hyperion: Yawn of Boredom."

"Ooh, I may not have Spider Sense, but I know when a trainwreck is coming," Karen says with smirk.

"Ugh, I didn't even like the first Hyperion movie. Now they're shoving in Nighthawk for the sequel and trying to establish a cinematic universe all in one movie?" says Peter. "Imagine if they made a movie about me and they decide to shove in three of my villains."

Karen chuckles, "Might as well throw in the entire sinister six while they're at it."

Peter looks over at Karen, "What do you think Hollywood would do if they made a movie about you?"

"Let's be honest, it would probably be an adult film that you have to get from the very back of your local video store. Besides, I think Kara would probably get a movie before I do…maybe even a TV show," says Karen.

The two heroes leave the theater and are now on their way back to their apartment.

"So, how was it?" the spider hero asks his girlfriend.

"Oh. My. God. It was AWESOME," the blonde heroine exclaims in excitement.

"Yeah, it was actually pretty good," says Peter. "It's a shame the students had to kill their professor because the cure they conjured up didn't work."

"Yeah, but hey, it's rare when horror movies have happy endings," says Karen.

The two heroes walk in silence for a few seconds until Peter spoke up again, "So, did you enjoy yourself?"

"Hell yeah, but, I'm not ready to forgive you just yet," says the Kryptonian.

Peter gives a look of confusion, "What else do I have to do in order for you to forgive me?"

Karen gives out a flirtatious smile, "You ever hear the old saying about make-up sex?"

The wall crawler's eyes widened at what his girlfriend meant by that and before he could answer, they hear police sirens. Peter groans while Karen let's out a chuckle, "Leave it to the NYPD to kill the mood."

Moments later, Spider Man and Power Girl are now following the police cars to their destination.

A giant wheel, and a woman in insect themed armor are fleeing from a jewelry store in the northern part of Brooklyn.

"We got to shake these cops," says the woman in the purple and green armor. "Boomerang's not gonna like it if we lead them right to his new hideout."

"It's not the cops I'm worried about," says the man in the giant wheel. "I'm more worried about the capes we probably have to fight. With all the attention we're getting, It's only a matter of time before one of them show up."

"One of them? Make that two Overdrive," says Spider Man as he appears on the windshield where Overdrive can see him.

"You guys suck you know that?" says Power Girl as she flies right beside the armored woman. "Here we were having a very special night, and you and Overdrive had to ruin it. I hope you're proud of yourself Beetle."

"Oh, I am Power Whore," says the Beetle "I've been waiting to get another crack at you after what happened the last time."

"Aw, you've been thinking about me? How sweet," Power Girl jokes.

"Boomerang's not gonna appreciate you ruining his plans again web head," says Overdrive.

"Gee, that's too bad," Spider Man quips. "But he pretty much ruined my date night with this little heist of his, so it's only fair that I return the favor."

"Hey Spidey, how about we play tag with discount Waspinator and poor man's Speed Racer?" Power Girl asks her fellow hero/boyfriend.

"Discount Waspinator? You…BITCH," Beetle says in an irritated tone.

"FOR THE LAST TIME, I AM NOT SPEED RACER," Overdrive exclaims.

"Good idea PG," says Spider Man. "Hey guys, you're it."

"Catch us if you can."

The two heroes move ahead of the two villains in hopes that they chase after them, which they do. Their plan was to take them to a less populated area so no innocents would be harmed. Spider Man and Power Girl make their way towards an empty construction site.

"I handle Hot Wheels while you handle the flying Kamen Rider?" the wall crawler suggests.

"Works for me," the blonde heroine agrees.

The two heroes go their separate ways. Power Girl and Beetle are seen duking it out in the air. Beetle keeps shooting energy blasts from her hands at Power Girl but to no effect. Power Girl keeps chasing Beetle down easily shrugging off everything that is being thrown at her.

"Look Beetle, you're wasting your time. Just surrender the jewels and I promise I'll go easy on you," Power Girl reasons.

"No way, I haven't made it this far just to lose to your fake breasted ass again," Beetle bites back.

That remark struck a nerve, "Fake breasted…Ok you armored bimbo, if that's how you want to play…"

Power Girl zooms ahead of the Beetle cutting her off in the blink of an eye. Beetle immediately sees the blonde heroine right in front of her and barely had any time to react. Power Girl delivers a punch to the Beetle's armored face, but held her punch to make sure she doesn't knock her head clean off. Beetle is sent flying into one of the upper floors of a building still under construction. Power Girl lands in front of the Beetle who was struggling to get up.

"Just to make things perfectly clear, these right here are very real," the blonde says as she points to her cleavage window. "Now, are you ready to give up?"

"A…As I said before," Beetle says as she gets up on one knee. "I've been looking forward to getting another crack at you. I got myself some new toys, courtesy of LexCorp."

She puts out her arm and coming out of the top part of it was a gun turret. Beetle fires something out of the turret and it's now heading towards Power Girl. Power Girl catches it and it turns out to be a small canister. The Kryptonian looks at the canister in confusion until green gas starts coming out of it. She starts coughing and heaving until, eventually she starts falling to her knees.

"Kryptonite, that's what your kind is weak to right?" Beetle asks as she gets up and places a hand on her hip.

Power Girl is still on her knees coughing and struggling to breath.

"Oh, what's the matter? No witty remark? No smug comment? Good, I've been waiting for this moment since the day we met. I'm about to make a name for myself. I'm gonna be known as the woman who single handedly killed a Kryptonian. It's been nice knowing you Power Slut."

Beetle pulls back a fist and an arm blade begins to pop out. Just when she's about a skewer Power Girl, Power Girl's hand reaches up and grabs the arm that was about to stab her stopping it in its tracks.

Beetle's eyes widened in surprise, "B…But that's impossible. I used Kryptonite. You're Kryptonian right? It's supposed to weaken you."

"You're right Beetle," Power Girl begins to say. "I am Kryptonian and Kryptonite is supposed to weaken a Kryptonian, but I'm gonna let you in on a little secret." The blonde heroine raises her head to look at Beetle with a cocky smile on her face. "It's not MY Kryptonite."

"Oh hell," Beetle says with fear in her eyes.

Spider Man is swinging through the construction site with Overdrive right on his tail.

"I'm gonna turn you into roadkill," says Overdrive.

"You bad guys REALLY need to come up with better threats," says Spider Man.

Gun turrets appear out of Overdrive's wheel and lasers begin to fire out of them and at the wall crawler. Spider Man dodges the lasers in mid-air by jumping from his web line and leaping from as many objects he could find. The web head knew there was no advance technology here that Overdrive can use to his advantage, so the only thing he needs to worry about is stopping his vehicle.

"Hey, Vin Diesel," Spider Man calls out. "What's that on your windshield?"

He spins his webbing at the windshield to blind Overdrive, and at the gun turrets to keep them from firing and hitting any nearby civilians.

"Dammit, I can't see shit," Overdrive says as he stops his vehicle.

Spider Man lands near an area where there are electric generators all around. He plans on luring Overdrive into those generators letting the jolt of electricity short circuit the wheel making it roll out of control.

"You should have installed windshield wipers into that thing," says Spider Man "I'm over here by the way. Just follow the sound of my beautiful voice."

Overdrive does just that and blindly goes to where he heard the spider hero's voice, "Time to make you into a "Spider-Pancake"."

"Ugh, again with the clichéd threats," says Spider Man. "See? This is why you and the rest of the new Six aren't at the same level as the original lineup. Hell, you're not even on par the Rogues over at Central City. At least their Boomerang guy is more fun to take down."

Once Overdrive got closer, Spider Man leaps out of the way, letting the giant wheel hit the generators making it short circuit.

"No, I can't control it. I'll crash," Overdrive says with fear in his voice.

The wheel veers off into a nearby river. Spider Man jumps onto the wheel in an attempt to shatter the windshield and get Overdrive out of there before he drowns. The wheel was flying through the air and the wall crawler was ready to punch the glass until he realizes that the wheel is now floating in mid-air.

"You boys weren't about to play Marco Polo without me were you?" Power Girl asks jokingly as she's holding the wheel with one hand while holding an unconscious Beetle with the other.

"That's my girl," Spider Man says proudly eliciting a wide smile from the blonde.

The police show up at the construction site moments later only to see a giant spider web right in front of them with Overdrive and Beetle attached right in the center and the bag of jewels are seen on the floor. One of the officers walked up to the web and he sees a small piece of paper in between the two villains. It reads: _"Courtesy, your friendly neighborhood Spider Man and Power Girl"_ with Power Girl's name written in neat cursive handwriting. A small heart can be seen on top of the "I" in her name.

On a rooftop the two heroes are looking down below at their handy work.

"Well, I say that was a job well done," says Spider Man.

"Yeah, but this was supposed to be our date night," says Power Girl.

Spider Man shrugs, "Well, it was bound to happen with our luck."

"I guess," Power girl sighs, then begins to smile flirtatiously. "You know, all that hard work really put a lot of stress. You're probably a little stressed too."

Spider Man looks over to his girlfriend and sees a rather familiar look in her eyes, "…Well…maybe a little."

Power Girl begins to walk in front of the web head. She moves so close to him that her chest begins to press against his. Their faces only inches apart. "There's still one more thing you have to do in order for me to forgive you," the blonde heroine says in a flirtatious tone.

Spider Man doesn't say anything so she continues. "I think we both can use some stress relief wouldn't you say? All that fighting really made me work up a sweat." Her hand reaches the bottom of her cleavage window and gives it a few tugs to emphasize the last thing she said.

Spider Man continues to stand there saying nothing at all.

"What, no quips? No cheesy one liners? I always knew there were plenty of ways to make you shut u…"

Power Girl was unable to finish what she was saying as she was grabbed by her shoulders, was turned around and was shoved hard against a brick wall on the rooftop. Before she knew what was going on a pair of familiar lips were pressed against hers. The two heroes begin to make out for a few moments until Peter starts kissing down her neck.

"I knew you'd cave," Power Girl chuckles breathlessly and moans.

Spider Man stops what he was doing and looks at his girlfriend. "And people say I'M talkative," he chuckles. "You. Me. Apartment. Now."

With that Power Girl moves from against the brick wall (which now has a small crack thanks to being roughly shoved against it) and grabs her boyfriend by the hips with one arm while she picks up a webbed up sack with their clothes inside with the other, "You don't have to tell me twice."

They make it back to their apartment and before they could continue what they were doing Peter spoke up, "Can I ask you something?"

Karen raises an eyebrow, "Make it quick. You're dealing with a very sexually frustrated Kryptonian right now."

Peter removes his mask, "You said I was your first real boyfriend right?"

Karen nods.

"Before we started dating, were you…a virgin?"

With that, Karen gives a small smile and looks away.

Peter eyes widened at this revelation. "B…But that night when we slept with each other for the first time, you didn't seem nervous at all."

Karen chuckles, "You of all people should know by now, I'm good at hiding my emotions."

"You didn't even look like you were in pain when I…"

"I've suffered through worse pain. That was nothing," Karen shrugs.

"It also seemed like you knew what you were doing when you took control."

Karen begins to blush and look away again, "I may have…rented a movie or two to get the general idea on what to do."

Peter begins to lightly laugh to which earns an embarrassed scowl from his girlfriend, "I'm glad you find this funny."

Peter moves closer to Karen gives her a reassuring smile and a small peck on her lips, "Sorry, I didn't mean to laugh. Still you should have told me that was your first time. I would've went out of my way to make it special for you instead of just doing it in my jank old apartment."

It was Karen's turn to kiss him, "I know you would, but all I really want from my first time was to experience it with someone who I truly loved, and that someone is you Peter. Besides, it's because of you that I now know how sensitive the girls are." The blonde then begins to move her hands down to the web head's waist pulling up the top of his costume over his head, removing it completely and revealing his chiseled bare chest. She proceeds to push him down on the bed while removing her gloves and boots and crawling on top of him. "Now, less talking, more love making."

"Where's your chicken suit?" Peter jokingly asks with a smug smirk.

Karen laughs and begins to look at him with lust in her eyes. "God you're so hot when you're being a smartass."

They begin to make out.

In a floor down below them an elderly grey haired man with glasses and a mustache was watching TV with his dog. He notices his entire apartment is shaking in a steady rhythm. He just passes it off as a small earthquake and continues to watch a rerun of an old 60s TV show. Suddenly there was a loud crash and the dog runs to where the noise was coming from.

"What the hell?" the man asks himself and follows the dog to the guest bedroom. Once he's there his eyes widened, "Are you kidding me? Again?"

There was a huge hole in the ceiling and below the ceiling was a bed on top of another bed. On the top one were Peter and Karen. Both of them were clearly buck naked. Only Karen's bare backside is shown and she's seen straddling Peter. She looks over her shoulder while Peter looks over Karen and they both see their neighbor standing in the doorway in utter outrage. They immediately scramble to get under the covers to hide their unmentionables.

"Hiii Stan," Karen begins to say with a nervous laugh and smile.

"How is it that this always happen?" asks Stan in a confused tone as he looks at the huge hole above them. "This is like, what, the 123rd time?"

"I'm surprised you even kept count," says Peter. "But seriously though, we are SO sorry about the mess. We'll call the repairmen first thing in the morning."

Karen starts to get up from the bed taking the covers with her and makes a beeline out of the room leaving a once again naked Peter still sitting there. He starts to get up too and picks up a robe that was on a hanger giving Stan a good view of his bare ass.

"You mind if I borrow this Stan?" Peter asks over his shoulder.

Stan looks down on the floor, sighs and shakes his head, "Go right ahead Peter."

"Thanks," Peter says as he puts the robe on and leaves the room as well.

After the young couple leave the elderly man looks down at his dog who was staring back at him, "We sure have some strange neighbors. Nuff said."

 _ **And that's the end of that chapter.**_

 _ **Little side bit here: The Nighthawk v. Hyperion thing, yeah, you can thank Spider Man/Deadpool #6 for that. That comic literally takes a pot shot at Batman v. Superman. I decided to put that in since I myself wasn't a huge fan of that movie. I also decided to take a jab at the way Spidey was treated in the movies when he was still owned by Sony.**_

 _ **Speaking of Deadpool, a couple of people asked me if I could bend the rules a bit and add him into the story. Sorry, the answer is no. The rules of this fic still stands. The only time I will make an exception of bringing in a non Spidey related character is if it's a character that has been prominently well known to be characters in other forms of Spidey media (a la Kingpin and Ben Urich). Deadpool (who's an X-Men character) has been known to team up with Spider Man on numerous occasions, yes, but so have other characters like Wolverine (who's also an X-Men character). It just wouldn't be fair. Not to say I'll never do a Deadpool/Spidey team up story down the road, it just won't be here.**_

 _ **Someone asked me about Morlun and The Other...I'm still debating on whether or not I'll even touch that story (I still haven't read Spider-Verse). It would definitely be the darkest story I've ever done since most of the chapters so far have been rather lighthearted. If I do decide to do it, I probably won't give Spidey those stingers when he gets those additional powers (wasn't a fan of that).**_

 _ **Also don't expect Spidey to get revenge on Alex anytime soon. At the end of Infinite Crisis he was murdered by The Joker so...yeah. He came back in Blackest Night as a zombie though, so that's something.**_

 _ **Anyway, be sure to leave a comment telling me what you think of this and/or the previous four chapters. Which chapter was your favorite? Personally, mine would be chapter two. Until next time...**_


	6. Chapter 6

_**Here is yet another chapter. Didn't have any big projects to keep me busy nor did I have to do any Netflix binge watching (I'm looking at you Luke Cage). Anyway, this chapter has a lot of stuff going on with this one. A very well known DC character (who also has a TV show) makes a cameo in this one and I can guarantee it won't be the last time we see him since I pretty much establish here that him and Spidey are BFFs. I also introduce a new supporting character and if you've read Palmiotti's Power Girl run you'll probably recognize him and, finally, a character that I have referenced numerous times throughout this fic will finally make her appearance and team up with the web slinger. I'm sorry to say Power Girl won't be in this chapter until the very end but she'll have a chapter of her very own next time.**_

 **Queens NY**

"So, your rogues almost ruined your date night huh?" asks a voice that Peter is talking to over the phone.

"Yeah, well, it was bound to happen," answers Peter.

"I'm pretty sure every costumed hero under the sun had to deal with that problem. I still remember how I'm always late for my dates with Iris," says the person over the phone.

Peter is on his way to Midtown High for his teaching job. He's on the phone with his longtime friend, Barry Allen aka The Flash.

"The fastest man alive, and yet you're always late," Peter jokes. "That's why we love you Barry. You think Wally was the same way with his dates with Linda?"

"I wouldn't put it past him. He is my nephew after all," Barry chuckles.

Peter has known Barry ever since his earlier years as Spider Man. He was introduced to him by Wally West who, at the time, was still known as Kid Flash. Peter and Barry were able to hit it off pretty well. They would always talk about science along with Wally, Ted Kord (Blue Beetle) when he was still alive, Ray Palmer (The Atom) and Ralph Dibny, (The Elongated Man), when he was alive. Barry was sort of like a mentor to Peter as he taught him everything that he knew, he always gives the best advice and his optimistic attitude was inspiring. That and he knew what it was like to have a supervillain come in and ruin your life. Peter had to deal with the Green Goblin while Barry had to deal with the Reverse Flash. When the wall crawler learned about Barry getting lost in the speed force during one of the first big Crises, it devastated him. He ended up losing another yet another father figure. However, he was happy to know that Wally would carry on his legacy by taking the Flash mantle. It was only a month ago, with a situation involving Darkseid, that Barry was able to reemerge from the speed force. After reuniting with his family Barry just had to visit New York and let Peter know he was alive and well. Their reunion was rather heartwarming.

"So, a high school science teacher huh?" asks the scarlet speedster. "God, it seemed like only yesterday that you were a high school student yourself. I guess that's what happens when you've been gone for so long, and then I find out through Jay and Jessie that you and Power Girl are an item. Tell me, did you ask her yet?"

"Ask her what?" Peter asks with a confused look.

"You know, the question. THE question," Barry asks then sighs. "Have you proposed to her is what I'm asking."

Peter rolls his eyes and groans, "Barry…"

"Aw, seriously Pete? It's been three years and you two are already living together. I think you and Karen have waited long enough."

"Oh yeah? How long did it take you to propose to Iris?" Peter asks with a smirk.

Barry chuckles, "Not as long it's taking you kid."

The spider hero also chuckles, "I don't know Barry. Marriage is definitely a huge step in our relationship, and I don't know if Karen is ready to settle down."

"I'm pretty sure it's no different from your current status. Besides, it's not like you two have to worry about kids. Didn't you say that Karen can't get pregnant because both of you have incompatible DNA?"

"Yeah, but Karen wasn't too happy about that," Peter sighs. "You should have seen the look on her face when she found out we couldn't have kids. She was heartbroken. Every night we would talk to each other about how we would love to raise a family of our own and yet we can't. We've been trying to find a solution to the problem and so far we've hit nothing but dead ends."

"I'm sure you'll figure something out. You're a lot smarter than you give yourself credit for," Barry responds. "Still you shouldn't wait to pop the question, especially if you love this woman as much as you say you do. You really don't want to end up like Hal and Carol do you?"

"I don't know, a buddy road trip with Green Arrow does sound pretty awesome," Peter jokes.

Barry sighs over the phone, "Just think about it okay?"

Peter chuckles at Barry's annoyed tone, "Alright, alright. I'll think about it. I gotta go. I'm at the school right now."

"Sure thing, we can talk later," says Barry.

"Oh, and Barry?" Peter begins to ask.

"Yeah?" asks Barry.

"…It's good to have you back," Peter says with a warm smile.

"It's good to be back," Barry replies.

"Tell Iris I said hi," the web head says as he and the scarlet speedster say their goodbyes and Peter hangs up.

Peter makes it to the classroom where his students are already seated.

"Morning class," he greets. "I hope all of you have done the assigned reading last night, because we are going to discuss it today."

"Excuse me, Mr. Parker?" asks a random voice coming from the doorway.

Peter looks over and sees a grey haired man with glasses. He's wearing a sweater vest with dress pants and dress shoes. He's being accompanied by a young boy with red hair and freckles. The boy is wearing a denim jacket with a red shirt that has a familiar looking spider symbol on it, along with jeans and black converse shoes.

"Principal Lillard, what brings you here?" Peter asks.

"Well as you can see, we have a new student here," Principal Lillard says as he motions over to the young boy. "Mr. Parker I would like you to meet Travis Fisher. He's a transfer student from Brooklyn Visions Academy."

Peter smiles at the boy and brings out his hand, "Well it's nice to meet you Travis. Welcome to Midtown High."

Travis shakes his hand with a smile of his own, "It's nice to meet you too Mr. Parker, and please, call me Fisher."

"Okay Fisher, you can sit right next to Jennifer over there," Peter says as he points to the empty seat in the center of the room.

Fisher nods and takes his seat.

"Okay, so about the chapter we read, does anyone want to tell me what they think of it?" Peter asks the class. Since there was no response Peter starts to grin.

 _"Karen wanted me to try this,"_ Peter says in his head. _"This one's for you honey."_

"Anyone? Anyone?...Bueller? Bueller? Bueller?"

Peter looks at his students and all of them were looking at each other with confused looks on their faces…Well…almost all of them. Fisher looks at his teacher with a wide smile on his face. He clearly got the reference.

 _"I like this kid already,"_ Peter says in his head with a wide smile of his own, and he continues his lecture.

As Peter walks to his office getting ready to pack up and go home he sees Fisher having trouble getting his locker open.

"Come on, come on," the red haired teen says under his breath.

"Locker trouble?" Peter asks as he walks up to Fisher.

"I put in the right combination and yet it still won't open. I don't know what I'm doing wrong," explains Fisher.

"Let me give it a whirl," says the science teacher.

Fisher hands him the piece of paper with his locker combination numbers on it. Peter puts in the combination, and as he turns the dial to the last number, he holds on to it and lifts the small hatch on the door, opening it.

"You see, there's a trick to it," Peter begins to say as he hands Fisher back his piece of paper. "When you turn the dial to the last number, you have hold it while lifting the hatch up to open it. The lockers here are very stingy with their combinations."

Fisher takes his piece of paper back and proceeds to get his backpack and jacket so he can pack up and leave, "I take it you used to go to school here when you were younger huh?"

"Yep, and I had the same kind of locker trouble you were having," Peter replies. "That and…bullies."

Fisher's eyes widened at what his teacher told him, "You had to deal with bullies?"

"Oh yeah, wedgies, swirlies, you name it. I used to be known as Midtown High's professional wallflower," says Peter.

"I know the feeling. I had to deal with bullies in my old school. I hope to God that won't be the case here," Fisher says with a worried look.

Peter looks at the kid with sympathy, "Well, I'm not gonna lie to you and say this school is bully free, but there are some generally nice people here too. Some of them may even relate to your predicament. Tell you what, if you see yourself having any problems you can come to me. Deal?"

"Deal," Fisher says with a smile.

Peter looks down at the kid's shirt, "I didn't get the chance to comment on your shirt earlier, but that is a nice shirt. Let me guess, you're one of the few people in this city who doesn't hate Spidey."

Fisher nods, "I think he's really cool. There's hardly any Spidey merch due to the bad publicity he always gets, so the comic book shop I always go to has custom made shirts that they sell to anybody who visits them. Apparently they're big fans of the web slinger too."

Peter smiles, "You know, I actually take pictures of Spider Man for the Bugle on the side."

Fisher begins to look surprised, "No way, YOU'RE the Peter Parker whose name is in all the bylines?"

Peter nods.

"Far out, you think you can introduce me to him? Maybe have him visit the comic shop?" the red haired teen asks with a starstruck look on his face.

"I'll have to think about it. He's a very busy guy after all," Peter chuckles.

"Oh, of course. Well, whenever he has time would be nice. I think Erin, Steve and the rest of the guys would totally mark out if he shows up," Fisher says with a smile and nod. "Still, I can't believe you have to work for a guy like J Jonah Jameson. The stuff he says about Spidey are horrible, and don't even get me started on some of the editorials he had on Power Girl."

"…Yeah, I've read my share of them," Peter sighs has he looks down at the floor and narrows his eyes.

It was one thing for ol' fuzzhead to slander him in the papers, but there are times when even his girlfriend falls victim to his "journalism magic". Those news articles where he rants about how Karen is such a bad influence to women everywhere mainly due the costume she wears always angered Peter. It was clear that Jameson doesn't understand his girlfriend at all, nor does he want to. There was a moment where Peter read a horribly offensive editorial on Karen and was about to show up at the Bugle office as Spider Man and give the newspaper editor a piece of his mind, only to be stopped by Power Girl herself telling him, "It's not worth it". This was one of the reasons why Peter doesn't want Spider Man and Power Girl's relationship to be known to the general public. Aside from not wanting the bad guys to know about them, he doesn't want to give Jonah the satisfaction of dragging his girlfriend's reputation through the mud all because she's dating a public menace.

Peter looks up at Fisher and smiles, "Well, I'm also one of the people who thinks Spidey is a hero that just wants to do the right thing. It's good to know there are still some people out there who appreciate him. If I see him, I'll be sure to give you guys a shoutout."

"Thanks Mr. Parker," says Fisher. "Oh, and that was hilarious what you did in class today. That movie is a true classic."

The science teacher widely smiles, "It was actually my girlfriend's idea. She wanted me to try it out and see how you kids would react. Now I know she won't be too disappointed."

"She sounds like a fun person," says Fisher. "Well, I better head on home. See you tomorrow Mr. Parker." He closes his locker, puts his backpack over his back and waves goodbye to his teacher as he walks to the exit.

"See you tomorrow Fisher," Peter says with a smile as he waves back at his new student. _"He seems like a good kid."_

 **Parker/Starr residence, Brooklyn NY**

Peter takes out his keys and opens the door to his apartment. He was expecting Karen to be home already, so he was very surprised when he saw an adolescent girl with short dark hair, and violet eyes wearing a simple black t shirt with a long sleeve white shirt underneath and jeans sitting on the couch. The girl was playing Ratchet and Clank on the PS4.

"Atlee?" asks Peter.

The girl named Atlee looks over to who was calling her and her face begins to light up like a Christmas tree when she recognized who it was.

"PETER," she exclaims as she pauses the game, drops the controller, runs towards Peter and gives him the biggest hug she could muster.

Peter, who stumbled slightly backwards, was able to catch himself and hug the young girl back.

"Hey there kid, it's been a while," Peter says with a warm smile. "Is Karen home?"

Atlee pulls away and shakes her head, "She's probably still at work, or out on patrol. I've just been hanging here playing video games all day."

"Huh, probably something JSA related," Peter guesses. "Well, I hope she's okay."

"Pfft, this is Power Girl we're talking about. She's always okay," Atlee says in an optimistic tone.

"True, but even someone as powerful as her can be in danger. I just want her to be safe. She can be rather reckless at times," says Peter.

Atlee nods then notices Peter heading toward his and Karen's room, "Are you going out on patrol?"

Peter looks over his shoulder, "Yeah, I don't really have anything else to do so I figured I'd do some web swinging to help unwind."

"Ooh, can I come with?" Atlee asks with excitement.

The wall crawler begins to think about it, "I don't know, I don't want you to get hurt if we ever run into any real trouble."

"Pleeeeeaaaaase?" Atlee begs. "You and I never had an actual superhero team up before. I can totally handle myself. Kara taught me everything that she knew about crime fighting. I promise I won't be a burden. Just give me chance." She starts to give him the puppy dog eyes.

 _"Oh God, she's giving me those damn puppy dog eyes,"_ Peter says in his head. He sighs and gives in to the young girl's plea, "Alright, alright. But if Karen asks, you wanted to get ice cream."

"Yipee," Atlee cheers as she leaps into the air in joy.

Peter didn't know what to think when he first met this young girl. Atlee was a being from an underground city of intra-terrestrial beings called Stratans. She was gifted with geokinetic abilities due to obtaining a sample of DNA that once belonged to a girl named Tara Markov, a former member of the Teen Titans. Peter remembered Tara very well. He was still in college when he first met her, and the two of them did not get along. The geokinetic saw him as an annoying wimp with no backbone, and Peter saw her as an immature little brat that thinks she's above everyone else. It amazes him how the Titans, with the exception of Raven, can put up with her crap. In fact she was the reason why he refused to join the Teen Titans in the first place. When the wall crawler learned from Nightwing and Kid Flash that she betrayed the Titans and was working for Deathstroke the entire time, he wasn't surprised in the slightest (Of course he didn't say that out loud for their sake.). However, he did mourn when he found out about her accidental suicide, but only for two reasons: The first reason being how young she was compared to him. She around the same age he was when he first began his superhero career, so to have her die at such a young age was rather heartbreaking. The second reason was that while he personally didn't like the girl, the Titans did, more specifically Beast Boy, and he couldn't help but feel sympathy towards the poor kid because he knew what it was like to lose someone he loved. Fast forward to a few years later when he became friends with Karen and she introduced him to Atlee. At first Peter was a little reluctant to meet her. He didn't get along with the original Tara and apparently this girl shares her DNA and has all of her powers. What if she also has her personality? Thankfully when the two finally met that wasn't the case at all. Atlee reminded Peter a little of himself when he first started out as a hero. Here was a child who is stepping into the superhero game for the first time, and she's learning everything about the world around her. She can be naïve at times but her heart's in the right place. Of course, what differentiates Atlee from Peter's younger self was that she learned the lesson about "great power, great responsibility" way sooner than he did to which the spider hero couldn't help but be impressed. That and he finds her childlike innocence to be quite adorable. Atlee liked Peter right from the get go. She found him to be very down to earth and funny and she looks up to him like an older brother. When Karen broke the news to her that she and the web head were dating, Atlee was very happy for her friend because she knew that Peter was a great guy and would no doubt treat her right.

Spider Man is now swinging through the city with Atlee flying nearby, sitting on a small piece of rock she plucked from the ground earlier. The young geokinetic is wearing a costume of her very own which consisted of a simple black and white, long-sleeved leotard with black and white boots.

"So," Atlee says trying to stir up a conversation since there are no disturbances at this time. "I heard you two had a very special night last night."

Spider Man smiles underneath his mask, "Yeah, we did…until Overdrive and the Beetle almost ruined it."

"Ugh, don't you just hate it when that happens?" Atlee asks rhetorically. "Don't these bad guys know we have lives? Don't they ever take a vacation themselves?"

"Probably because they can't afford a plane ticket or any ticket for that matter," Spider Man answers as he shrugs. "I mean, why else do they rob banks and jewelry stores?"

Suddenly there's an alarm going off in the distance and a bird-like figure is seen flying in the opposite direction of where the sound was coming from. The wall crawler immediately recognized him as one of his arch foes, Adrian Toomes, The Vulture.

"Take the Vulture for example," Spider Man continues as he lands on a rooftop, looks over to the young geokinetic and points over to the Vulture. "He needs money to get himself a good retirement home. His bird nest just isn't gonna cut it."

Atlee giggles at his joke and decides to come up with a quip of her own, "How about we help him trade in that nest for a cage?"

Spider Man grins under his mask, "I think I'm starting to rub off on you kid. I don't think Karen would want us to hang out anymore if you keep that up."

"Oh, like SHE doesn't make wisecracks about the bad guys. She just doesn't do it as often as you do," Atlee says as she rolls her eyes.

"Good point," Spider Man chuckles as he and the raven haired teen engage the bird themed villain.

The Vulture had just robbed a bank three blocks from where he is now and is on his way towards his hideout. He had already lost the police and thought he was in the clear until…

"Hey Vulture, I see you still like to take things that don't belong to you."

Vulture turns around and he sees his web slinging arch nemesis and a teenage girl on a flying rock right on his tail.

"I guess morals weren't invented in your time. If you can just give us back the money we will gladly send you back to your cage where you belong. We'll even offer you some free bird seed," Spider Man quips.

"Why can't you just leave me along you wall crawling oaf," says the Vulture in an annoyed tone.

"I just want to make sure you don't keel over whenever you're flying around. You and I have been doing this dance for years now. You ain't getting any younger," says Spider Man eliciting another giggle from Atlee.

"Oh, you think this is funny child?" Vulture angrily asks. "You won't be laughing when you're blown to smithereens." He pulls out a grenade and hurls it at the young geokinetic.

Atlee jumps from the rock she was flying on before the grenade hits the rock causing it to explode. She immediately conjures up another rock uses it as a replacement for the one that she lost and continues her pursuit. Spider Man shoots a web at the Vulture's wings, making the elderly criminal lose control of his fight for a while. Vulture uses his razor sharp wings to cut free from the webbing which gave the spider hero enough time to grab onto the Vulture in midair. The two begin trading punches at each other while Vulture was still flying. During the scuffle Vulture pulls out another grenade and throws it in a random direction.

 _"No, that grenade could hurt the people down below,"_ Spider Man thought.

Vulture noticed the wall crawler was distracted so he punches him in the face, making him let go of him. Spider Man shoots out a web line to save himself but the grenade the bird themed villain threw was still his main concern. As the grenade was about to land in a populated area, a large random piece of pavement appears out of nowhere and hovers right where the grenade was about to land. The grenade hits the pavement causing it to explode. Spider Man lands on a flagpole and fires a giant web that prevents all the debris from hitting the people down below. He looks over to his right and sees Atlee hovering by happily waving at him.

"Nice one kid," the web head says with a thumbs up to which the raven haired teen responds with a wide grin.

"Good, I think I lost them," the Vulture says to himself. Suddenly, from out of nowhere, random pebbles started flying towards him, to which he had to stop and shield himself from the barrage.

"I really didn't want to fight you Mr. Vulture," Atlee says while hovering behind him. "My parents told me that I should respect my elders. But you tried to hurt those people back there, so now I'm taking off the kid gloves." The geokinetic continues to throw more pebbles the Vulture's way until, eventually, he ends up dropping his bag full of cash.

"NOOO, MY MONEY," the bird themed villain yells.

Atlee dives down and catches the money.

"Give me back that money child," Vulture angrily demands.

"You'll have to catch me first old man," says Atlee as she sticks out her tongue and flies away with the money.

Vulture begins to chase after the raven haired teen. Little did he know, he was actually flying into a trap. Atlee was still flying from the Vulture only to turn around and face him. She is just sitting Indian-style on a rock she's surfing on giving the Vulture an innocent looking smile until she immediately darts to the right. The Vulture looks over to where Atlee was flying but he didn't see what was in front of him. It was a giant web. Before he had any time to react the bird themed criminal collided with the web, stopping him mid-flight and is now stuck. A small spider shaped device lands on the Vulture's wing harness, shutting it down so that it won't be of use anymore.

Spider Man is seen lowering himself down to where the Vulture is, hanging upside down from a web line, "Don't you just love teenagers? Always refusing to listen to their elders, driving them nuts and stepping on their lawn."

After making sure that the Vulture was behind bars and the money returned to the bank, Peter decided to treat Atlee to some ice cream for a job well done. The two heroes are now in their civilian attire sitting at a random table at a local ice cream parlor with bowls of vanilla sprinkled ice cream right in front of them.

"I gotta hand it to you Atlee," Peter begins to say. "You really held your own against Toomes back there. I guess Karen can pull off being a great teacher after all. You did good today."

Atlee looks at her ice cream and blushes, "It was nothing really. Vulture's just a guy in a bird suit. It's not like he was one of your more formidable villains."

Peter reaches over and touches the raven haired teen's shoulder, giving her a reassuring smile, "Don't sell yourself short. You were able to save those people from being blown to bits. If that's not the mark of a true superhero, then I don't know what is."

Atlee smiles back, "Thank you Peter. From you, that means a lot."

Peter nods and his cell phone begins to ring. He answers it, "Hello?"

"Hey handsome," says a familiar voice from the other line. It was Karen.

"Hey beautiful," Peter greets back.

"I just got back from space helping Hal and Kal deal with an intergalactic threat and I noticed you weren't home yet. I just wanted to see if you were okay."

"Everything's fine Karen," Peter says reassuringly. "I'm just spending some quality time with Atlee here. The Vulture was causing some trouble again but we were able to put a stop to it in no time. We're having some celebratory ice cream right now. I gotta say babe, you've trained your young padawan well."

"You damn right I have," Karen says proudly. "By the way, you just made another Star Wars reference. Are you finally ready to admit that you secretly love those movies?"

"Um…uh…I think Atlee wants to talk to you," says Peter.

"I do?" the geokinetic asks.

"Always changing the subject. I swear, that's gotta be some kind of hidden superpower," says the Kryptonian. "Fine I wanted to talk to the kid anyway and see how she's doing."

Peter hands Atlee his phone to which the teen happily takes it. "Hey Kara…Oh, I had SO much fun with Peter, let me tell you…"

 _ **Thus, another chapter comes to an end.**_

 _ **Okay, so about the Peter's new student. Fisher was actually a character that appeared in Palmiotti's Power Girl run. He was the kid that discovered PG's identity and was trying to blackmail her into doing some small favors for him. The kid eventually had a change of heart and had those pictures that exposed her identity deleted. In my continuity, that has already happened, so, yes, he does know who Power Girl is. However, he doesn't know about her relationship with Spidey, and it's obvious that he has know idea as to who is new science teacher really is or who is girlfriend is...at least not yet. Also I decided to make him a fan of Spider Man because, why not? I already had another student of Peter's be a huge Power Girl fan so it's only fair.**_

 _ **On another note, I'm glad that I was able to throw in a well known Spidey villain this time around since that was what this fic was lacking so far. Rest assured, the next chapter will also feature a well known Spidey villain.**_

 _ **As for The Flash, this version of Barry Allen is going to be strictly from the comics, most notably Pre New 52 hence why I described him to be a lot older than Peter. So in case you're wondering, yes, the Peter Parker in this story is roughly around the same age as Wally West, Dick Grayson, Roy Harper etc. and all of them are full grown adults. However, there will be some nods to the TV show whenever he shows up.**_

 ** _Oh, and yes, I did make a reference to the Teen Titans: Judas Contract storyline, so the "Terra" that was mentioned here that had so much bad blood with Spidey was exactly how she was portrayed in the original story. Seriously, she was the very definition of pure evil. Believe me, I much prefer her portrayal in the Teen Titans cartoon like everyone else because she was actually very likable and sympathetic, but I wanted to stick as close to comic cannon as possible, so "pure evil" Tara it was. Just thought I'd clarify that so I don't piss people off._**

 ** _Anyway, as always, be sure to leave a comment telling me what you think of this or the previous chapters. Until then..._**


	7. Chapter 7

_**Wow, it's been a month hasn't it. I apologize for the delay, I just had finals and a huge project I had to finish that I didn't have time to right any of my chapters. But, I'm here now, and I'm ready to continue on with my stories. This chapter is going to be a follow up to my Spidey/Atlee team up. This time it's Peej teaming up with a character that I did make a reference to earlier on. I figured since this is the DC Universe (That just happened to have Spidey in it) why not play with the idea of the multiverse? Anyway on with the story.**_

 **Starrware Industries, Manhattan NY**

"How are the guys and gals down in the lab going with the experiment Simon?" asks Karen as she's sitting at her desk in her office.

"It's all going swimmingly Ms. Starr," replies her assistant. "They were having a little trouble getting the core to stabilize, but that solar reactor will be ready for demonstration in no time."

"Awesome, I did stop by to see how things were going and I gotta say, I'm impressed. This will definitely knock the socks off of those suits and put Alchemax in its place. Allan and Stone won't know what hit em," says Karen. "They think they're so cool with they're time travelling stargate. Especially Stone with smug ego of his."

"I still can't believe Liz Allan used to date your boyfriend. That is insane," Simon chuckles.

The Starrware CEO glares at her assistant, "F.Y.I, they never dated. Peter just had a little schoolboy crush on her and it faded away as he got older." She then gives him a smug smirk, "Of course, she had no idea what she was missing until it was too late."

"I guess that's one victory you have over her, even though it's more personal rather than professional," Simon says with a smile.

Suddenly there was a knock on the door.

"Simon, what time is it?" asks Karen.

Simon looks at his watch, "It's almost 3:30."

The blonde gets up from her desk and walks towards the door, "Right, I have to get ready for a job interview. Some student at Empire State University is looking for an internship here. Gotta say, I kinda feel honored." Karen opens the door only to find that no one was there. "Hello?" she says.

"Um…down here," says a feminine voice. Karen looks down and sees a very petite woman wearing a dark blue blazer, a dark blue pencil skirt and black high heels. She has short dark hair and brown eyes.

Karen looks at the woman in utter surprise, "Oh…uh…hi. You must be…"

"Anna Maria Marconi," the petite woman says with a smile as she takes out her hand for Karen to shake.

The Kryptonian squats down and shakes Anna Maria's hand. She also smiles, "It's a pleasure to finally meet you Ms. Marconi. Please come on in."

The two women enter Karen's office. Karen sits in her chair behind her desk, while Anna Maria climbs on the chair in front of it.

"Wow, you must really love snow globes," the petite woman says as she looks around.

Karen chuckles, "Yeah, my boyfriend keeps calling me out on that. He jokingly says to me that it's an unhealthy obsession. Yet every Christmas and birthday he would give me a snow globe, so clearly he isn't helping my case."

Anna Maria also chuckles.

"So, you're currently a student at ESU, am I correct," Karen begins to ask.

The petite woman nods, "I'm majoring in Chemistry and Physics. I'm also a tutor."

"No surprise there. Judging by your grades you're at the top of your class," says Karen. "So, you told me over the phone that you are looking into getting a career as a researcher is that correct?"

Anna Maria nods again.

"Okay, if you don't mind me asking, why did you choose to intern here at Starrware?"

"Well, I've read a lot of articles about how your company likes to focus on research that would benefit humanity. I personally find that to be very inspiring and it's the sole reason why I wanted to get into science in the first place. All my life, all I ever wanted to do is help people, and, yeah I'm no Superman, I don't have a ring that can do anything I can imagine, I can't crawl on walls and shoot webs nor can I run really fast…with legs like these, I doubt I can get pretty far. *chuckles* But I still have a brain, and I'm want to use it in any way I can. I mean, who knows, maybe a cape could show up at our doorstep and ask for our help. I know Superman and The Flash often get help from Star Labs to stop a few threats, and here you offer help to Power Girl and Spider Man. I just want to be part of that," Anna Maria replies.

Karen gives a warm smile and nods, "Seeing as you have an impressive track record at your university, I'm willing to bet you're a dedicated hard worker too."

The petite woman nods, "Oh, absolutely. Whatever it is you need me to do I'll do it in a heartbeat no question."

Karen stands up from her seat and offers Anna Maria her hand, "Well then Ms. Marconi, welcome to Starrware."

"Thank you Ms. Starr. I won't let you down," says Anna Maria as she shakes the blonde's hand.

Once the two women were done shaking hands, Anna Maria looks over at Karen's desk and notices a picture frame on top of it. It's a portrait of Karen with a bright smile leaning seductively against a man with brown hair and hazel eyes who has a pose of his very own. Anna Maria assumes that this was taken sometime during Halloween as Karen was wearing a sexy witch costume which consisted of a long sleeved, black dress that stops just above her knees, a witch hat and black high heels. The dress has a small V-neck that shows a little of her cleavage. In her hand is a broom. The man beside her is wearing a blue suit with a white dress shirt and red tie underneath, a brown trench coat over his blue suit, brown converses and glasses. Anna Maria notices something in his hand and immediately recognizes it as a sonic screwdriver. He's clearly dressed as the Tenth Doctor from Doctor Who.

"I take it that's your boyfriend?" she begins to ask.

Karen looks over to where the petite woman was looking at and sees the picture, "Oh, that. *chuckles* Yeah, that was from last Halloween. We were at his aunt's giving out candy to trick or treaters. She's the one who took the picture."

Anna takes a good look at the man in the picture, "You're boyfriend's quite handsome, and I see he's a Whovian too."

Karen grins, "Thanks, and yeah he and I are total Whovians. We would always debate about who the best doctor was. As you can see, his favorite is the tenth. Mine's the eleventh."

Anna Maria shrugs her shoulders, "Eh, he's alright. He does deliver some of the best speeches."

"Oh my God, I teared up when he delivered that speech before his regeneration about how things must change," says Karen.

"No lie, I teared up too," the petite woman admits.

"So, who's your favorite doctor?" asks the Kryptonian.

Anna Maria grins, "I'm gonna go old school on you and say the fourth. He's just so iconic."

Karen shrugs, "I couldn't really get into Classic Who but to each her own."

The two women had left the office and are now walking through the halls.

"So, are you willing to start Monday?" asks Karen.

"Oh, of course. Looking forward to it." Anna Maria replies with a smile.

Once Karen was finished with her job, she figured she would go on patrol for a little bit before heading home. It's Friday, which means it's "Netflix and chill" night for her and Peter. Karen always looked forward to these nights. When you're the CEO of a big corporation, a superhero and the leader of a team of heroes, things tend to get a little stressful. Scratch that, it can be VERY stressful. Sometimes the Kryptonian just wants to take a break, kick back, unwind and watching TV and movies with an amazing (no pun intended) boyfriend who loves her, and is fun to be around. Nothing like some good old fashioned horror, sci-fi and the occasional 80s comedy to take her mind off of things. Karen snaps back into reality when her super hearing picks up a commotion in the far left from where she is. She flies in the direction where the disturbance is coming from.

The blonde reaches her destination, and she sees a bakery being robbed by none other than Peter Petruski, aka the Trapster. He appears to already be fighting a costumed hero…and is winning. The paste gun wielding villain has Spider Man stuck in a huge wad that is covering him from the shoulders down. As Karen looks on, she sees that it's clearly Spider Man down there, but not HER Spider Man. This one has a black and red costume instead of the traditional red and blue. It was then that the blonde realizes that this wall crawler is none other than Miles Morales, the Spider Man from another earth.

"You should've stayed home kid. You know better than to mess with me," says Trapster.

The young web head is still struggling to free himself, "Hey no fair, I want a do-over. You totally caught me off guard. Hacks. I call hacks."

Karen chuckles and shakes her head in amusement.

Trapster raises his paste gun and aims it at the young Spider Man, "You won't be calling hacks once I suffocate you with paste. So long punk."

With that, Power Girl had seen enough. She flew down from where she was perched, ready to save the poor kid.

"Well, well, well, if it isn't Paste Pot Pete," Power Girl says to the villain as she lands right behind him.

Trapster looks at the blonde with an irritated look after being called by his former alias, "For the last time, I DON'T GO BY THAT NAME ANYMORE!"

"Riiight, so do you mind telling me why you're now picking fights with little kids? What, did the game of fighting superheroes get so hard for you that you now have to switch to easy mode?" Power Girl asks taking a page from her boyfriend's playbook at mocking her enemies.

"WHAT?" both Miles and Trapster say, clearly taking offense to what the Kryptonian said about them.

"That's it you buxom bitch. I swear, it's always with the jokes with you and the other older Spider Man. It's almost like you two are meant for each other or something. I'll show you that I can take down the bigger capes just as easily as I took down Spidey jr. over there." Trapster fires his paste gun at Power Girl, only for the blonde to swiftly move out of the way with her super speed.

"I think you missed," she says with a wide smile.

The villain growls and fires again only for Power Girl to move out of the way again.

"You know, there's a man in his 50s who moves a hell of a lot faster than I do. I would love to see you try and hit HIM with your little glue gun."

"Argh, SHUT. UP!" Trapster exclaims as he fires his gun one more time only for Power Girl to disappear in the blink of an eye.

The paste gun wielding villain starts to look around to see where she went. Little does he know, the Kryptonian is behind him and hovering over him. Power Girl sees the canister on his back where his paste is being supplied and uses her heat vision to make the tank explode. Before Trapster knew what hit him, his paste canister explodes and covers him in his own paste, putting him in the same exact predicament as Miles.

"Yeah, not so funny now is it?" the young wall crawler asks the now trapped Trapster.

Power Girl rolls her eyes again, "Alright kiddo, hold still. I'm gonna get you out of there." She begins to use her freeze breath to freeze the paste.

"Coldcoldcold," the younger Spider Man exclaims.

"Oh, quit your whining," the blonde says back. "See if you break free now."

Miles flexes and breaks free from his prison, "Hey it worked, thanks…say you're not gonna tell the rest of the JSA about this are you?"

Power Girl chuckles, "And by that you mean, "Don't let Stargirl find out"? You have my word."

The young wall crawler blushes underneath his mask at the mention of his crush.

"By the way, isn't she a little old for you? By, like, what, two years?"

"Can we not talk about this right now?" asks Miles.

The Kryptonian lightly laughs, "Okay, fine. Just try to be more careful when fighting lame supervillains. I may not be here to pull your ass out of the fire next time. That and you don't want to humiliate yourself again."

"You mean like what happened with the other Spidey last week when he was fighting that one chick Skein and a bunch of other Z list villains?" asks Miles.

"Don't remind me," Power Girl groans as she looks down at the floor in shame. She still remembered that text message she got from Hal Jordan: _"Saw your boyfriend on TV. Guess you're no longer the only one on the planet who can see him naked. Guy is laughing his ass off by the way. lol"_

The blonde lifts her head back up and looks at Miles, "Tell you what kid, how about I train you for a day? I'm sure the other Spidey wouldn't mind if I borrow you. Hell, he unexpectedly borrowed Atlee that one time."

Miles begins to think, "Well, it is the weekend so I don't have to worry about Grandma getting on my case for not doing my homework." He looks back up at Power Girl. "Where and when?"

"Meet me on the rooftop of the Starrware building at 6:30 PM tomorrow. That's when everyone leaves and I get ready to close up," the blonde heroine says in a low voice so Trapster wouldn't hear.

"Deal, see you then." With that, the young spider hero leaps into the air and swings home.

After he leaves Power Girl looks over to Trapster who is still trapped in his own paste, "So, out of all the places you could rob, why a bakery? Are the fruit pies they have really that delicious?"

The criminal lowers his head in embarrassment, "I…I was getting a cake for my mother. Her birthday is about a week from now."

The Kryptonian raises her eyebrow, "Seriously?"

"Hey, it was a really good looking cake…that was expensive as all hell. Also, I'm a criminal, it's what I do," Trapster replies.

Power Girl facepalms and sighs, "Look, I have a friend who can probably help buy that cake for you. She'll even mail it to your mother under your name. How does that sound? Better than just raising hell with your little P-shooter."

Trapster's eyes widened in surprise, "Y…you'd do that for me? Wow, thanks…I'm still going to jail am I?"

"Yeeep" Power Girl answers with a smirk.

 **The Morales/Davis residence, Brooklyn NY**

"It's a good thing Power Girl was there to save your ass," says an overweight Asian boy as he and Miles are playing Double Dragon Neon. This kid is none other than Miles' best friend, Ganke Lee. "You say she's gonna be training you today?"

"That's what she told me," Miles replied.

"Man, you are so lucky, getting to hang out with Power Girl," Ganke grumbles.

The teenaged wall crawler looks over at his friend with a smirk, "Isn't she a little old for you?"

"Just like how Stargirl is a little old for you?" Ganke says back with a similar smirk.

Miles blushes and looks back at the TV screen, "Only by two years, and besides, at least she's single."

"Still, I think that's crazy that she just happens to be the one your grandma hires to tutor you," says Ganke.

"Honestly, I'm glad that she's the one "tutoring" me. That way I won't have to worry about coming up with some BS about my double life," Miles shrugs. "Courtney would even cover for me."

He looks at the clock and sees that it's 6:10 PM. "Well, I better head out. Karen says she's going take me out on patrol and observe my superheroics. Says she'll give me a chance to prove myself."

"Well, good luck with that," Ganke says with a smile. "Say, you think she can drop by my house to say hi?"

Miles doesn't answer his friend's question and just rolls his eyes while heading towards his closet to suit up.

 **Starrware Industries rooftop, Manhattan NY**

As Power Girl is waiting for Miles to show up she begins to think back to the time when Peter first told her about his first encounter with the young wall crawler. Her boyfriend was fighting Mysterio at one point and he ended up going through a portal to another universe.

 _"And I thought that kind of stuff only happens to Barry,"_ she thought.

In this other universe Peter encountered another Spider Man, however this one was much younger and was African American. Miles Morales got his powers the same way Peter did, he was bitten by an enhanced spider. At first Miles thought he wasn't cut out to be a hero, but when he witnessed the death of his Earth's Peter Parker, that was when he finally learned the lesson of "with great power comes great responsibility." The fact that "a" Peter Parker had died being a hero shook Karen to the core. What if something like that were to happen to her Peter? She really wouldn't know what to do. She's lost way too many people in her life, and if Peter ends up being the next person on that list, it would shatter her, invulnerability be damned. Still, it was nice to know that Peter's uncle's philosophy can carry over throughout the entire multiverse, and it even inspired someone to become a hero.

Karen first met Miles shortly after his Earth merged with this one when the multiverse collapsed during the most recent crisis. Even though Peter decided to train the kid and they have a student/teacher relationship going, the Kryptonian can't help but feel that she could relate to the kid as well. Both of them were from different universes and are now trying to adjust to this new one. The only difference is that Miles' friends and family are here too, to which Karen can't help but be happy for him. _"At least the kid still has his family."_

Suddenly, her super hearing picked up something, or someone landing on the rooftop. She looks behind her and see Miles in full Spidey gear ready for training.

"Glad you could make it," Power Girl says with a smile. "You ready to get started?"

"Remind me again why you're training me again?" asks Miles.

"I just want to see what Peter taught you so far and then see if we can improve on some things," answers the blonde heroine.

"Why isn't Peter here?" the young spider hero questions.

Power Girl shrugs, "He's in Central City with Jay helping out the Flash with…something. So, it's just you and me kiddo."

Miles nods, "Okay, so I guess we just go on patrol like usual?"

"Yep, you're gonna prove to yours truly that you're not just some rookie," Power Girl answers.

"Well, I hope I don't let you down," Miles shrugs.

For about a half hour, the two heroes went on patrol and look for as many disturbances as they could. Anytime they do find a crime in progress, Miles would always spring into action while Power Girl watches from the sidelines and will jump in whenever he's in any trouble himself. The young wall crawler was able to put a stop to three crimes in progress all on his own. The blonde heroine was very impressed.

 _"I'll admit Pete, you taught this kid well,"_ she thought. _"Even his jokes are on point. *chuckles*"_

Miles has just stopped a purse snatcher and he returns the purse back to its rightful owner…only for the woman to go, "Get away from me you freak" and run off.

Power Girl lands right next to Miles. "You know, a simple "thank you" would have been nice," she shouted after the woman.

"Fuck off whore," the woman shouts back.

"Yeah, well, I've been called worse," Power Girl shouted back. She turns back to the young hero, puts her hand on his shoulder and gives him a reassuring smile, "Don't listen to that ungrateful bitch. You did great."

Miles smiles back, "Even for a rookie?"

The blonde heroine chuckles, "Even for a rookie. Just try not to get cocky next time okay?"

Before the young spider hero could say anything else, all the lights in the city went out making the entire area pitch black.

"What the hell?" Power Girl asks while looking around.

Suddenly, all of the TVs displayed on the window of a nearby electronics store begin to turn on.

"Hello, people of New York," says a man in a yellow and green spandex suit with a mask with lightning bolt designs sticking out of it.

"Electro, should've guessed," Power Girl says as she narrows her eyes.

"You're all probably wondering why the sudden blackout. It's because of yours truly. Why you may ask? Well it's simple. I'm holding this city hostage. If the police give me ten million dollars in cash, this city will have its power back. I'm at the power plant near Greenwich Village. If I don't have my money in one hour, or if a certain wall crawling pest decides to get involved, then I will fry every single one of these fine workers who I also have as hostages. One. Hour."

With that, the TVs cut off.

Miles looks over at Power Girl, "Well, he didn't say WHICH Spider Man he didn't want getting involved."

The blonde heroine looks over at the young hero with concern, "I don't know about this. I think you should just let me handle this on my own. Electro can be very dangerous and I don't want you to get hurt."

"Come on Karen, you gotta let me try. You said it yourself that I have much to learn. What better way to do that then by fighting a big time supervillain?" Miles begs.

Power Girl looks at the younger Spider Man for a moment and then sighs, "Okay fine, but stay close to me, and don't do anything unless I say so. Understand?"

Miles nods and the two heroes head to the power plant to face Electro.

 **Power Plant, Greenwich Village**

Electro is looking out a window and seeing a squad of police cars arriving. "And not a single spider in sight," he says to himself.

A man holding an AK-47 walks up to the electric villain. "The hostages are secure boss," says the man.

"Good, just make sure you keep an eye on them. If any of them even think to try and play hero, shoot him," says Electro.

The henchman nods and goes back to his post.

Power Girl and the younger Spider Man make it to the scene and sees the police cars parked up front.

The Kryptonian looks over at the teenaged wall crawler, "Okay, here's the plan. Electro has hostages inside, so our top priority is to get them to safety. I'm guessing Peter taught you to art of stealth?"

"You do know I can turn invisible right?" Miles says with a smirk underneath his mask.

Power Girl's eyes widened in realization, "Oh yeah, I completely forgot about that. You think Peter would be jealous of you having way cooler powers than him?"

"I see him pout every now and again when I use them," says Miles. "He thinks I wouldn't be looking when he does it but I do."

Power Girl lightly laughs, "He always was terrible at hiding his feelings. Dating him for as long as I have, I can read him like a book. Anyway, back on topic. You find and free the hostages and I'll take on ol' sparkles. Think you can handle that?"

"I play a lot of Metal Gear Solid and Splinter Cell. I'm pretty sure I can handle it." Miles says confidently.

Moments later, Electro continues to look outside, "What the hell are they waiting for?" the electrified villain asks himself. "Do they have the money or not?"

"Let's just say I told them to hold off on it until after I'm done beating the crap out of you," says Power Girl as she lands right behind Electro.

Electro looks behind him, "Power Girl? Didn't expect you to show up."

"Spider Man had business to take care of elsewhere," replies the blonde heroine. "I'm filling in for him until he gets back."

"I've always wondered how much juice a Kryptonian can take," Electro says as he fires electricity at Power Girl.

Meanwhile, Miles, in "cammo" mode, is crawling along the ceiling looking for the hostages. He eventually finds them huddled together and tied up with several thugs holding them at gun point. The young wall crawler needed to find a way to separate Electro's men from the hostages.

"You think Electro will give us a cut of that dough?" asks one of the henchmen.

"If he didn't we wouldn't be here now would we?" answers the other.

"Yeah, but sometimes these supervillain types never really keep their word."

Miles looks around the room to sees a few of them walking around patrolling the area and an idea pops into his head.

One of the henchmen, who was separated from the pack was standing there looking around. He was suddenly yanked upwards by a web line. The rest of the henchmen heard someone scream and the sound of gunfire.

"SPREAD OUT," shouted one of them.

A few of them start to spread out and search the room while the remaining two stay behind to watch the hostages. Two of the henchmen are now walking slowly with their backs facing each other as they search around the room. One of them gets plucked into the air which catches the attention of the other.

"What the hell?" the man asks as he too was plucked from the ground by a web line.

The remaining thugs, who are watching the hostages, cower in fear as they hear the screams of their comrades.

"Holy shit man," says one of them. "You think it's the bat?"

"Nah, this ain't even his city," answers the other, his voice shaky.

Suddenly their guns were plucked away by two web lines, leaving both men unarmed. The two men raise their fists ready to fight only to have one of them be taken down.

"SHOW YOURSELF," the last remaining thug shouts.

"Okay okay, geez. No need to shout," says Miles as he turns visible.

The henchman screams in rage and lunges at the young spider hero ready to punch him out.

Miles grabs the man's fist nonchalantly and throws him at a nearby wall. "Screaming and attacking at the same time? Clearly this guy watched too much anime," he says then he looks over at the hostages. "Everyone alright?"

"Yeah, we're good. Thanks," says one of the power plant workers. "Who knew Spider Man had a kid sidekick like The Flash and Batman?"

Miles sighs, "Seriously?"

"HOLD STILL YOU BLONDE BIMBO," Electro shouts as he fires more electric bolts at Power Girl.

"Maybe you should learn how to aim properly Max," the Kryptonian quips as she uses her super speed to dodge the electrified villain's attacks.

"How come if it isn't the Spider messing with my plans it's you of all people?" Electro asks. "Now that I think about it, I see you two together a lot on the news and in newspapers. What, are you two, like, a thing or something?"

"Aw, what's the matter? You jealous?" Power Girl jokingly cooed.

"You're even just as annoying as he is," Electro growls.

Suddenly an idea pops into the villain's head and he grins. Instead of aiming where she was, he decided to aim where he thinks she'll be next. Once he predicted Power Girl's next move he aim his electric bolts at her and was able to hit her. The amount of volts he put into that blast was enough for the blonde heroine to scream in pain and fall to the ground.

Electro approaches Power Girl who is on her knees and is ready to finish her off, "Whatever your relationship to the web head is, I'm looking forward to seeing the look on his face when he finds out I fried you. I've always wanted to kill a Kryptonian."

Just when he was about to deal the final blow, Electro felt a simple tap on his shoulder. He looks behind him only to see that no one was there. As soon as he turns back towards Power Girl his powers start to go haywire and he short circuits. He starts screaming in pain and immediately falls over unconscious. Power Girl looks on in confusion, only to see Miles turning visible and waving at her.

"Jesus kid, what did you do?" she asks in a weak voice as she slowly gets up.

The young spider hero raises his right hand and it starts to generate some kind of electricity, "It's my Venom Blast. One touch and it incapacitates anyone and anything in mere seconds."

Power Girl chuckles, "You can turn invisible AND you have a cool venom blast attack. I swear you make your mentor look like last year's model."

Miles grins underneath his mask. The two heroes are now standing on a nearby rooftop watching the police arrest Electro down below. Miles looks over at Power Girl,

"Sooo? How did I do?"

The blond heroine begins to think for a moment, "Eh, C-."

The young wall crawler looks at her with an offended look under his mask, "Oh, come on. I got the hostages to safety. I even saved your ass."

Power Girl begins to laugh, "I'm just busting your balls kid. You did good tonight…and thanks for the save, you really did prove yourself. I don't think there's anyone else in the universe that deserves the name of Spider Man more than you do. I know Peter already gave you his blessing, but as his official girlfriend, I'm willing to give you mine too."

Miles smiles at the woman's comment.

"I leave this city to fight Gorilla Grodd for one moment, and, suddenly, one of my villains decide to pick now to raise hell," says a familiar voice coming from behind them.

They look behind and see the older Spider Man standing there with his arms crossed.

"I hope Peej didn't give you too much trouble. Once you get on her bad side, she can be VERY scary. I had nightmares for weeks."

"Oh, ha, ha," Power Girl says with a deadpan look. "You're just asking to sleep with Stinky aren't you?"

"No thanks, still trying to get the odor out of my nose from last time," Peter says back.

Power Girl rolls her eyes, "Anyway, your star pupil really showed his stuff tonight. If it wasn't for him I probably wouldn't be standing here right now."

Peter begins to look concerned under his mask, "Did Electro hurt you?"

Power Girl shrugs, "Little bit, but nothing a good night's rest and some solar radiation won't fix. You can stop worrying about me dad."

Peter smirks under his mask, "Cute, I was more worried about what Aunt May would do to me if something happened to you. You're like her daughter after all." He looks over to Miles. "Thanks for helping her out. I really appreciate it."

"It was no big deal, we Spider People had enough tragedy in our lives," Miles shrugs.

"Ain't that the truth," Peter chuckles.

"Well, I better head home. Even though it's the weekend, my mom still doesn't want me out this late. I'll see you guys later, and Karen, thanks."

With that, the younger Spider Man leaps off the building and swings home.

As the two older heroes see the teenaged hero swing off, Power Girl looks over to her boyfriend, "That kid has a bright future ahead of him."

"He sure does," Peter sighs.

"He also has way cooler powers than you. You are SO overdue for an upgrade," Power Girl says with a smirk.

Peter crosses his arms, looks in the opposite direction and grumbles.

 _ **So yeah, as you can see, I kinda liked the idea of Miles Morales living in the same universe as the main Spidey. It's just a shame we have yet to see Peter be more of a mentor to him. I'm hoping to rectify that with this story. On a side note, you notice how I included Anna Maria Marconi from Dan Slott's Spidey run as a supporting character in this story as well as references to Alchemax. That's because I finally got around to reading some of Slott's stuff. I'm reading Superior Spider Man right now and...I know I'm gonna piss some people off when I say this...I'm actually really digging it. Don't worry nay sayers, Superior Spider Man won't be appearing in this story, mainly because I have no idea where in this story he would fit.**_

 _ **Anyway, I like to thank you guys for being patient. I'll be sure to upload as much as I can. Also, for those of you who are unaware, Hope and Responsibility, the sequel to Spider Man Apocalypse, has been uploaded for about a month now. The first two chapters are already up and a third chapter is already in the works will be uploaded soon..assuming I don't get lazy. Be sure to check it out.**_

 _ **Until next time.**_


	8. Chapter 8

**_Okay, so this chapter in particular is nothing but setup, both for this current story arc and another story arc in the near future. I decided to add another DC character in the mix because the comic book storyline I will be adapting this time around I think she would be the perfect supporting character for. I'm not going to tell you which comic book storyline I'll be adapting just yet (You'll have to wait til the end to find out) but it brings in a character I have been teasing since chapter 3. I'm sure a lot of you have been waiting for this character to appear for quite some time now._**

Chapter 8

"PETER, NO. DON'T DO IT." Karen shouts. "Think of Aunt May. What is she going to think when you do this? You're better than this."

"I have to do this Karen," Peter says in a serious tone. "Think of all the wonderful smoothies I can make with this thing."

The two heroes are buying groceries for Peter's aunt. May insisted that she can do it on her own but Peter and Karen didn't want the elderly woman to go through the hassle. They're now at a local grocery store in Queens and after being in there for ten seconds, Peter gets distracted. He sees a blender that was in all of the infomercials on TV and he really wants to get his hands on it.

"We're supposed to be here for Aunt May," Karen says in a stern tone. "This is her money we're spending. You buy that blender and we won't have enough to buy everything SHE needs. The fate of her delicious banana cream pudding depends on us."

"But my next pay check doesn't come until next week," Peter groans

"And it will still be there when you come back. Now let's go," Karen says as she wraps her arm around her boyfriend's waist and carries him away from the blender.

"NOOO," Peter cries out as he tries to break out of his incredibly strong girlfriend's grasp. Everyone else in the store stopped what they were doing and were watching the two the entire time.

"Man, I feel bad for the poor guy," says a random male customer.

 **Brooklyn NY**

After they finished giving May her groceries the couple decided to head back home and watch some TV. The two are now sitting on the couch with Karen snuggled up to Peter, leaning on his shoulder while Peter has his arm warped around her waist. Peter is wearing a simple black t shirt and tan sweatpants while Karen is wearing only a grey tank top and white panties with hearts all over them.

Peter begins to ask the first question, "So boss lady, how are things going over at Starrware? Did you have to fire someone?"

Karen chuckles, "Actually, the exact opposite. I got a new intern. She's a student from ESU. You know, the college you used to go to. Her name is Anna Maria Marconi. Really nice girl."

Peter nods, "I think she's gonna like it over there. Great work environment with some really nice people and a fun loving boss." He leans in and gives Karen a quick peck on the lips.

"Flatterer," Karen chuckles.

"Can't be if it's true," Peter says with a warm smile.

"So Mr. High School Science Teacher, how are things going over at Midtown. Those little rugrats still slacking off as usual? Ooh, ooh, did you do the Ferris Bueller thing like I asked?"

Now it was Peter's turn to chuckle, "I did…they didn't get the reference."

"Dammit, I swear, kids these days," says Karen. "Okay, here's an extra credit assignment for them. Have them watch Ferris Bueller's Day Off and then write a one page paper on what they thought of the movie."

Peter lightly laughs, "I'll make a note of it…although, I did get a new student not too long ago and he actually got the reference."

Karen perks up and looks at Peter with an intrigued look on her face, "Really? What's the kid's name? I want to stop by your school and thank him personally for giving me hope."

Peter now laughs, "His name is Travis Fisher, though he just prefers Fisher."

Karen's eyes widened, "Wait, you said his name was Fisher?"

Peter nods.

"Short, chubby kid? Red hair? Freckles?" Karen presses on.

Peter begins to raise his eyebrow, "Uh…yeah. Wait, you know him?"

The blonde Kryptonian gives her boyfriend a nervous look, "He…may have found out my secret identity."

Now Peter's eyes widened. "That kid who took all those pictures of you and blackmailed you that one time. That was him?"

Karen nods.

"And he knows who you are. Oh God, and I told him I have a girlfriend too. If he finds out that it's you…*Sigh* I wonder how long it will take for him to put two and two together. He seems like a pretty smart kid."

Karen sits up and puts her hand on Peter's shoulder, giving him a reassuring smile, "He's a good kid honey. He promised that he would keep my secret so I'm sure he'll keep yours if he ever found out. So don't worry, okay?"

The spider hero sighs, nods and then looks over at Karen with a smile, "I guess you're right. He's also a huge Spider Man fan, so I can imagine what his reaction would be if he found out."

"Well, he does have the coolest teacher on the planet," says Karen. "The fact that you're also his favorite superhero would just make your coolness go through the roof."

The two heroes share a laugh and then Peter realized something, "Wait, that one time when you caught him slipping photos of you through the door, you were showering right?"

Karen nods. "Then when you chased him down in just a towel and the towel fell off…" He then covers his face with his hands in embarrassment. "Oh my God he saw you buck naked. I'm surprised the poor kid didn't die from a heart attack."

The blonde glares at Peter, "Funny, need I remind you of the time when you were wearing YOUR birthday suit on NATIONAL TELEVISION? He probably saw you buck naked too. Ugh, I still remember having to see that on TV during work. Donna wouldn't stop fanning herself."

Peter looks in the opposite direction and nervously scratches the back of his head, "*chuckles* I guess we both have our fair share of embarrassing moments huh?"

"And that's why everyone in the superhero community thinks we're meant for each other," Karen also chuckles as she snuggles into her boyfriend.

There was some silence before Karen spoke up again, "Hey, so um, how's Jenny been doing?"

Peter, with a small smile, looks over at his girlfriend who is looking at the TV, waiting for him to answer. He finds it admirable that every day when he came home from school Karen would always ask about the student they helped out not too long ago. This is what made him fall in love with Karen in the first place. Not only does she go to the ends of the Earth to help someone (even if that someone is a total scumbag), when she does, she doesn't just leave them be. She would check on them and always make sure that they were alright. She wants to be more than just their savior, she wants to be their friend. Someone who will always be there for them. It's very Superman of her. Then again, it WAS Superman who raised her…or, at least, "a" Superman. It's safe to say that the Superman from Karen's Earth is, without a doubt, her Uncle Ben. It also wouldn't surprise Peter if Karen got her sass from her Earth's Lois as well.

"Jenny's doing fine. Her brother just got out of rehab." Peter answers.

"Hopefully he stays clean," says Karen. "He gave his sister quite a scare last time. I really don't want her to go through that again. He's the only family she has left."

"I know," Peter says as he wraps his arms around his girlfriend pulling her closer. He then smiles at her. "She says hi by the way."

Now it was Karen's turn to smile, "Tell her I said hi back."

 **Midtown High, Queens, NY**

Peter arrives at the school and was about to make his way to his office when suddenly…

"Peter, over here."

He looks to the left of him and sees Dominic waving at him. Standing next to him is an admittedly attractive woman with long black hair, blue eyes and olive skin. Peter walks over to the two while giving the woman a look that says, "The hell are you doing here?" Clearly he knows this woman. She just smiles and waves at him like she doesn't know him at all.

"Hey Dominic, what's up?"

"Peter Parker," Dominic begins to speak. "I would like you to meet Helena Bertinelli. She's going to be teaching Italian here in this school. Helena, this is Peter Parker. He's our Biology and Chemistry teacher."

The two shake hands.

 _"Yeah, we've met,"_ they both say in their heads.

Peter had met this woman years ago when he was in Gotham. There she was known as the vigilante known as the Huntress. The two of them were forced to team up when Carnage decided to turn up in Gotham and go on a killing spree with Professor Pyg and the Birds of Prey asked for Spider Man's help. It's pretty much common knowledge among the superhero community that the wall crawler and the former assassin do not get along. Helena is annoyed by Peter's inability to take things seriously while Peter can't stand her hardened attitude and wishes she could just, "lighten up a little". Well, that and he's terrified of her.

"Say Peter," Dominic spoke up. "How about escorting Ms. Bertinelli to her classroom? We don't want her to get lost on her first day."

Peter nervously chuckles, "No, we do not."

"Good, I'll be in my office if you need me," Dominic says to Helena as he leaves.

Once he was out of ear shot, the two heroes look at each other and Peter speaks first, "Okay, I gotta ask. What the hell are you doing here?"

Helena shrugs, "Simple, I decided to move back to New York."

The spider hero raises an eyebrow, "But what about the Birds? Surely they're gonna be missing their resident hot head."

"Oracle and I had a bit of a falling out. I quit the team," the former assassin replies.

Peter scoffs, "What, did you and Dick have a little fling and she found out about it?"

Helena's eyes widened, "WHO TOLD YOU…That is none of your damn business."

Now it was Peter's turn to look surprised, "I was just making silly assumptions like always. Wait, you and Dick…No way. *grins* I mean, I know a lot of girls fawn over him but…"

His spider sense starts buzzing and, suddenly, Helena grabs him by the collar of his dress shirt and pulls him close to her face.

"Go ahead, finish what you were saying. It's been a while since I killed someone," she says through gritted teeth.

When she sees Peter keep a tight lip she lets him go. "And besides, my departure had nothing to do with Dick. Barbara and I had some disagreements regarding how the team should operate that's all."

"That's all you had to say," Peter says as he adjusts his collar. "Geez what is with you women and making death threats? I get enough of that from Karen."

Helena crosses her arms, "I still can't believe the two of you have been dating for as long as you have. How she's able to put up with you I will never know, nor will I ever know what in God's name she sees in you."

Peter crosses arms and looks away from Helena with a pouty look on his face, "Maybe because she knows how to live a little and have fun once in a while…unlike you Ms. Doom and Gloom."

The former assassin rolls her eyes, "Just take me to my classroom you idiot."

 **Manhattan NY**

"Helena's in town? That's great," Karen says to her boyfriend over the phone.

"Yeah, great for you but not for me," Spider Man says as he's swinging around the city looking for crimes to stop.

"Oh come on Pete, sure, she's not much of a bright ray of sunshine like you and I, but she's a nice person once you get to know her," says Karen.

"And I have yet to see that nice side of her," the wall crawler says back.

While Peter doesn't get along with Helena, with Karen, it's a different story. Back on her Earth she was good friends with a hero that went by the same code name. However, that Huntress, believe it or not, was the daughter of that Earth's Bruce Wayne (Batman) and Selina Kyle (Catwoman). During the first Crisis, Karen's Earth was wiped from existence. Unfortunately, Helena Wayne ended up being a casualty. Back when Karen had no idea who she was or where she came from, she for some reason decided to have a conversation with this Earth's Huntress because she thought it felt "right at the time"…It was very awkward. However, Helena took pity on Karen and wanted to help her out. The two have been close friends for a while now, and they even keep in touch every now and again. They even get into some occasional arguments with Helena questioning why the hell Karen decided to get in a relationship with one of most annoying superheroes on the planet. The fact that Helena is now living in New York gives Karen a chance to make their newfound friendship grow.

"So what are you doing right now?" asks the blonde Kryptonian.

"I'm heading to the Bugle right now to ask if we can put out a missing person ad. One of my students have been absent from school for about a week. I called his folks to see what was up. Turns out even they don't know where he is. They called the police to put out a search for him. I figured, since I got connections to the press, maybe I can help contribute. I just hope J.J.'s willing to play ball," Spider Man explains.

"I'm sure Robbie will turn him around. You think he got himself involved with the wrong crowd?" Karen asks.

"No, that's impossible. He's normally a good kid. His grades are very up to snuff as well. It could be a possible kidnapping…God I hope that isn't the case," Spider Man answers with worry in his voice.

"I'll talk with Jay and Alan and see if we can put out some kind of search party for him. We'll find him Peter, don't worry," Karen says with reassurance in her voice.

Spider Man smiles in admiration, "Thanks babe, you're amazing."

Karen chuckles, "I think that's YOUR title honey."

"I don't know, I think "The Amazing Power Girl" has a nice ring to it," says Spider Man.

"Well…It would be nice if I DID have an adjective to go with my name. You have, like, several."

"Jealous?" Spider Man smugly asks.

"Very," answers Karen.

As Spider Man swings through the city, he hears police sirens. He lands on a nearby wall and sees traffic backed up by miles. He lands on one of the police cruisers down below.

"Are those sirens I'm hearing?" Karen now asks over the phone.

"Nothing I can't handle myself honey," Spider Man replies. "I'll see you when I get home. I love you."

"I love you too, and be careful," Karen says back.

"Always," the spider hero says to his girlfriend and he hangs up. He turns to the cops that were standing outside. "What's the situation officers?"

"There's a bank robbery in progress about ten blocks from here," says one of the police officers.

"With traffic this bad, we won't be able to get there in time," says the other.

"Aw, don't you love 5:00 traffic?" Spider Man jokingly asks. "You guys call for backup if you haven't already. I'm on it."

With that he swings towards the bank. Once he's already gone, one of the cops look at the other with a suggestive grin.

The other cop looks at him in confusion, "What?"

"Did you notice the web head talking to someone on the phone?" the cop asks. "Guy's got himself a girlfriend."

"Yeah, I noticed," the other cop says as he begins to think. "Come to think of it, he and Power Girl have been hanging around with each other a lot lately. You don't think…"

With that, the other cop bursts into hysterical laughter, "I know Power Girl is hot and can get any guy she wants but…Spider Man? Next you're gonna tell me that Scarlett Johansson and Michael Cera are bonkin'"

"All right, come on, move it along. Haven't got all day," says a red haired, bearded man with red goggles, a black, skin tight suit with yellow shoulder and knee pads and a blue apron over it.

One of the hostages he has held up spoke up, "You bet you don't punk. Cause the cop are gonna nail your butt…"

"Right, because of the silent alarm one of these nice ladies no doubt tripped," the robber interrupts. "One little problem with that, I had some fun with the traffic lights hereabouts. It's amazing how putting them just a little out of sync can cause traffic jams for ten blocks, and last I checked, cops can't fly."

Suddenly, the robber's goggles picked up on something, and it shows Spider Man swinging in his direction. "Ah, well, NOT unexpected." He turns to the lady at the front desk who had given him the bag full of cash. "I'll be right back. Meantime, whichever bag you slipped a blue dye canister into, remove it."

The lady began to stammer, "I…I don't know what you're…"

"Sweetheart," the robber interrupts. "If I open my loot and something explosive and blue goes off in my face, I will find you and put a bullet in your brain…by hand. So pick your poison." He walks out the door to confront his web swinging threat.

"Oh wow, a new bad guy," Spider Man says with enthusiasm in his voice. "I can tell y'know? Because you have that new bad guy smell."

The robber fires two rounds from his gun to which Spider Man dodges with ease.

"Wow, you really are new. Haven't you heard? I'm your friendly neighborhood Spider Man. I laugh at bullets."

"Interesting," replies the robber. "See, THESE bullets…they laugh back."

Suddenly the wall crawler's spider sense starts buzzing. He looks behind him and sees the two bullets the robber fired at him turn around and head towards him, "You gotta be kidding me."

"Wait…here's the best part. Now that they're locked on…" the robber begins to say as he gets in front of Spider Man.

"What're you…" Spider Man says in confusion.

"They'll avoid any person just to get to you," the robber finishes as the bullets move around him and continue to go after Spider Man.

The spider hero jumps into the air and swings away, with the bullets not being too far behind.

"That should keep him entertained for a while," says the robber as he goes back inside the bank.

Spider Man is now swinging around the city trying to avoid the bullets that are coming after him.

 _"HOMING BULLETS? WHERE THE HELL DO YOU GET HOMING BULLETS!"_ he shouts in his head. _"Wait, didn't Barry and Wally fight a guy like him just last week? Is this the same guy? Gah, I don't have time to be thinking about this, I gotta find a way to shake off these frackin' bullets that are trying to make Swiss cheese outta me."_ Spider Man vaults over a giant billboard only for the bullets to go right through it. _"It's no good, I can't shake them for the life of me. I guess now's the time as any to try out that sweet move Batman taught me."_ The wall crawler lands on the ground, looks in the direction of the bullets coming at him and he puts his two hands out in front of him. _"Okay, take a deep breath, focus my chi, concentrate, slow the world around me so that there's only me and my goal and then…"_ He catches the two bullets. Spider Man opens up one hand and sees the bullet on his palm. He had succeeded in catching one of the bullets.

"Whoa, dude," says a bystander.

"You bet your butt, "whoa." Thank you, thank you magic lovers, and notice that, at no time, did my hands leave my…wrists?" He looks into his other hand and sees a bullet hole and blood leaking out of it. He looks on his shoulder and sees another bullet hole and blood leaking out of it as well. He had failed to catch the other bullet. "Aw crumbs, that's gonna hur…" Spider Man falls over, losing consciousness.

The bystander looks down at him, "Dude?"

Peter slowly opens his eyes and sees himself on a hospital bed. When he fully opens his eyes, he gets a good look at his surroundings.

 _"I must be at JSA HQ, in the infirmary,"_ he thought. _"But who…"_ He then looks to his left side and sees Power Girl resting her head on the side of his bed. _"Oh man, Karen must have be worried sick and went looking for me…*sighs* and now she's probably gonna chew me out for not being careful once she wakes up…and then I'm gonna get chewed out by Aunt May for the exact same thing once Karen calls her and tells her what happened."_ He looked back down at his girlfriend and smiles. He can never get over how peaceful and angelic she looks when she's sleeping. He takes his bandaged hand and moves a lock of her short blonde hair to the side to give him a better look.

This causes the blonde to stir and raise her head. She opens her sapphire like eyes and sees her boyfriend smiling at her.

"Not my idea on how I want to watch you sleep, but I'll take what I can get."

Power Girl gives out a wide smile and starts to hug Peter…then slaps him on his injured shoulder when she pulls away.

Peter gives out a silent cry then looks over at his now angry girlfriend, "OW?"

"You said you would be careful," Power Girl scolds.

"Well how was I supposed to know the guy had homing bullets?" Peter asks as he rubs his injured shoulder.

Power Girl sighs, "You tried to use that chi focusing technique didn't you?"

"And it worked…somewhat. Had to practice it at SOME point right?" Peter jokingly asks eliciting a scoff and eye roll from his girlfriend.

The door opens and Miles and Courtney enter the room.

"Oh thank God, you're not dead," says Miles in relief.

"Hey, it's gonna take more than just a bullet to take THIS Peter Parker down," Peter chuckles.

"Oh man, it was insane," Courtney spoke up. "Karen came here with you in her arms, you were all bloody and she was TOTALLY freaking out…"

"Okay, he gets it," Power Girl interrupts while rolling her eyes.

Mister Terrific now enters the room and silently asks the two younger heroes to leave so he could talk to Peter and Power Girl. Once they leave he turns to them.

"Okay Mr. T, give it to me straight…is it a boy or a girl?" asks Peter making his girlfriend burst into laughter.

"I bet if the other bullet had hit you, you would've had twins," Power Girl quips and the couple both begin to laugh.

Mister Terrific just shakes his head and smiles at their sense of humor, "Doctor Mid-Nite was able to remove the bullet from your shoulder. He says your spider enhanced abilities can help out with the healing process. However, he wants to do some bloodwork on you. Standard procedure."

"Oh God, needles, my one weakness," Peter says in mock horror.

"I'll be right here with you babe, you'll even get a Spongebob Band-Aid and a lollipop when this is all over," says Power Girl.

Mister Terrific proceeds to poke Peter with the syringe and take a sample of his blood, "There all done. I'll be sure to give it to Mid-Nite later."

"So, did anyone get the number of that guy who marinated me in my own Ragu?" Peter asks the two heroes before him.

"Well, according to the police reports, the robber who shot you goes by the name of Tracer."

"You mean that British chick from that one video game Atlee loves to play?" Power Girl asks with a raised eyebrow.

Mister Terrific looks at the blond in confusion, "Uh…no, he's a criminal that is rather new on the scene. His real name and origin remains unknown, as well as his power and move set."

"Well, I guess you can add homing bullets to his arsenal of weapons," Peter sighs. "Please tell me we got this guy."

Mister Terrific shakes his head, "He fled while you were busy with his homing bullets. Luckily there were no real casualties. A woman had her face covered in blue dye with a smiley face on her forehead and a security guard suffered from a bullet wound but it's nothing fatal. He'll recover."

Peter lowers his head and nods.

Power Girl puts her hand on her boyfriend's shoulder and give him a reassuring smile, "We'll find him, don't worry."

Peter smiles but then gives a look of fear, "Oh no, I was supposed to go to the Bugle and ask Jonah to put out a missing person ad."

Power Girl's face fell. She looks over at Mister Terrific, silently asking him to turn on the TV. He does just that and tuned into the news.

 _ **"Donald Phillips, age 15, was found dead late this afternoon on the shores of the East River."**_

Peter's eyes widened in horror, "My God."

 **The Hollywood Hills, Los Angeles, CA**

"Calm down Meg…Meg, I can't understand you," says a woman who's wearing nothing but a towel and is drying her long platinum blonde hair with another. She's talking with someone on the phone. "Since when? …Has she called at all? …Calm down. Maybe she just met somebody, I mean, it's Tricia we're talking about…What? Come on Meg…I don't DO that anymore…No, I haven't…Not in at least two years…But I DON'T…That's not fair…That's…But…Alright…Alright, alright, ALRIGHT! I'll look into it. But knowing Tricia, she'll turn up before I get there. I'll call you when I get in…Okay…I love you too. And listen, don't worry all right? I'm sure she's okay…Buh bye." The woman hangs up the phone and goes to her room. "I guess you put on the costume once and everyone thinks you're their own personal superhero," she says to herself. "Never thought I would be doing THIS again. Still, a trip back to New York sounds nice. Maybe I'll get a chance to say hello to an "old friend". I wonder if he's still dating that red caped girl-scout? The woman approaches her closet and opens it, revealing a familiar black leather costume. The woman gives out a mischievous grin. "Look out Spider, the Black Cat may have to cross your path yet again."

 _ **And that concludes this chapter and Part 1 of our little story arc. So the story arc I'll be adapting is a Spider Man/Black Cat story called, "The Evil That Men Do" which was written by Kevin Smith...Yes...THAT Kevin Smith. I figured since I was gonna do a Spidey/Peej/Black Cat team up story, I'll just adapt the very story that made me give a crap about Black Cat in the first place...and made me angry at Dan Slott for turning her evil (Probably the only thing I DIDN'T like about Superior Spider Man. Still think it's great though.) With that said, for those of you who aren't familiar with this story, BE ADVISED. This storyline tackles a very...uncomfortable subject. It's dark...like...Killing Joke/Identity Crisis dark. I'll try to lighten it up to the best of my ability and I'll try my best not to make you guys feel TOO uncomfortable. For those of you who ARE familiar with this storyline you can already guess why I decided to add Huntress as a supporting character, especially if you know her backstory. With that said, be sure to stick around because next chapter, we will get to the more interesting stuff.**_

 _ **Be sure to leave a comment telling me what you think of the story thus far. Until next time...**_


	9. Chapter 9

_**Here is part two of our epic story arc. In this chapter, Peter and Karen begin to look for clues on what happened to the kid who's been absent from school for days. Meanwhile, Black Cat finally arrives in New York and will eventually cross paths with our heroes.**_

Chapter 9

 **Midtown, Manhattan NY**

Peter barely got any sleep last night. If this was the weekend, he would just chalk it up to him and Karen having non-stop sexy time like usual, but today's Tuesday so it's not that. It's not even because of the bullet wound he has bandaged over his shoulder (though it's been healing up quite nicely). It's because of what he saw on the news last night. Donald Phillips, an Honor Roll student at Midtown High, a student that was in Peter's science class, was found dead last night. His body was found in the East River and it appeared that he died from an apparent heroin overdose. He and Karen had a discussion about this last night. Donnie was a good kid. He got good grades, he barely gets himself into any trouble and from what he can gather after speaking to his parents, he also had a happy home life. So what exactly went wrong? Peter knew Donnie very well, well enough to know that the kid had zero interest in drugs. Peter could have easily wrote if off as "first time user, big time loser syndrome", but here's the weird part. According to the autopsy, there were no evidence that Donnie shot up, smoked up or snorted any heroin. No track marks on the arms, no blistered lips and no deviation of the septum. There was clearly some heroin in Donnie's system, but how it got in there in the first place was a huge mystery. Peter decided to call in sick while Karen told Simon that she was running an errand and the two heroes begin to track down a group of drug dealers that were spotted in near the East River the night of Donnie's death. This brings Spider Man and Power Girl to Midtown where the two begin to split up and look for the drug dealers. The spider hero was able to track them down, but decided to try to keep a low profile so he could follow them back to the source…at least that was the plan had he not been spotted.

The drug dealers have pulled out their guns and are now shooting at Spider Man. The wall crawler jumps away to avoid the gunfire but made sure no stray bullets hit the people down below.

"Alright boys, you show me yours, and I'll show you mine," he says as he shoots webbing at two of the dealer's guns.

"Dammit," says one drug dealer.

"It's all you man," says the other.

"I'm on it," says the last one whose gun is still functional. He continues to open fire until…

"No, I got you," Spider Man gets the drop on him. "Whatsamatta Elmer? No more bu-wetts?" He proceeds to take the other two dealers out while saying, "Duck season, Wabbit season." Spider Man eventually hears a car engine revving up. "Crumbs, I forgot about the one in the car."

Suddenly, something flew over his head. He looks up and sees Power Girl in pursuit of the car.

"Oh dem dukes, dem dukes," She says with a smile as she flies after the car. The Kryptonian was able to catch up with the car and lift it up in the air, "Hey, auditions for the new Fast and the Furious movie was last week." Power Girl lands on a random rooftop and sets the car down. She then proceeds to rip open the driver's door. The drug dealer, who looks to be in his late teens/early twenties, looks at Power Girl in terror. The blonde heroine looks at the dealer with a smug smirk, "I think it's time you and have a little ch…HEY, EYES UP HERE!"

"Hey, come on. Get this stuff offa me," says the drug dealer who is now webbed to a wall.

The two heroes are now standing in front of him ready to interrogate the kid.

"We will, but first, let's play a little game of 20 questions," Power Girl spoke up then looks over the Spider Man. "You're up Spidey."

"You got it Peej," says Spider Man as he casually walks up to the webbed up dealer and gets in his face. "There was a kid. Bout fifteen, sixteen, name of Donald Phillips. Went to Midtown High. OD'ed on ron."

"Ron?" Power Girl asks with a raised eyebrow.

The wall crawler looks over to his girlfriend, "What? I can talk street. It's my Kryptonese."

"Okay," the blonde heroine sighs and rolls her eyes.

"S…so, what about him?" the dealer now asks.

Spider Man turns to him and continues to interrogate, "I'm thinking maybe it was you who sold it to him."

"I'm thinking maybe you should eat it Pajama Boy. You too Super tits. I ain't saying jack until I talk to my lawyer," says the dealer.

"Super tits, wow, like I haven't heard that one before," Power Girl scoffs.

"Did I mention Donald Phillips DIED?" Spider Man asks.

"So? Who am I, Oprah? Like I give a…" The dealer begins to say but stops speaking when Spider Man jumps on the wall he's webbed to and hovers over him. "W…What the hell are you doin' man?"

Spider Man lifts his mask up to his nose, revealing his mouth, "Alright Spanky, here's another question. What's my name?"

"S…Spider Man," the dealer replies.

"Ok, next question. What do spiders do to their prey once they've trapped them in their webs?" the wall crawler now asks.

"Th…They drink their blood," the dealer replies nervously.

"Nothing like a late brunch," Spider Man says as he opens his mouth and moves closer to the dealer's head.

"DON'T EAT ME, DON'T EAT ME!" the dealer exclaims.

Power Girl puts her hand over her mouth to hold back a laugh. This is just a reminder of why the blonde enjoys teaming up with Spider Man. She gets a front row seat in fun antics such as this.

"If I had a nickel for every time someone screamed that at me before I drained all their blood," Spider Man threatened.

Power Girl decides to playfully jump in, "It's true, you should've seen the last guy he ate. Wasn't a pretty sight. Worse than any horror movie I've ever seen. So unless you want to turn into a mummified husk, I suggest you start talking."

"I'LL TELL YOU EVERYTHING I KNOW," the dealer cries out.

"So start talking breakfast," Spider Man demands. "Donald Phillips, you sell him the smack or what?"

Once again, Power Girl rolls her eyes at her boyfriend's "street talk".

"I didn't give it to him, but I took him to the guy who probably did," the dealer confesses.

"And that guy is…" the spider hero presses on.

"Some movie star type. He used to score from us…til we took him to Mr. Brownstone," the dealer continues.

"Who's Mr. Brownstone?" Power Girl asks.

"He's our supplier," says the dealer. "Don't ask me where to find him, cuz I don't know. I never went on any pick-ups."

"What about the actor? Gimme a name." Spider Man demands.

"I swear I never heard'a him all right?" says the dealer. "But I did see him on the cover of a magazine the other day."

"Oh yeah, THAT will narrow it down," Power Girl says in a sarcastic tone as she rolls her eyes.

"He's into teenage boys. I know THAT," says the drug dealer. "That's why I took the OD kid over to the actor guy's loft in SoHo. I figured bringin' him some fresh meat might get him to start buying from us again. But that was the last I seen of the kid. Honest."

"Then I guess we're done here. I can hear the police coming up the stairs," Power Girl says as she gets ready to leave

"Wait…one last question…" Spider Man says in a serious tone.

The blonde heroine stops in her tracks in looks back over to her boyfriend with a worried look on her face, "Spidey?" She recognizes that tone in his voice.

The wall crawler approaches the drug dealer once more, "The kid…the one you took to the actor's loft…Did he WANT to be taken there?"

Power Girl felt a chill run down her spine. Judging by the way he asked that question, she knows that Spider Man isn't playing around anymore…and it's starting to scare her.

The dealer spoke up, much to the Kryptonian's horror, "I mean…he didn't know. He might've…y'know…if he…No."

*WHACK*

Spider Man gives the drug dealer a right hook, knocking him unconscious. He then silently walks past Power Girl.

"Peter…?" Power Girl speaks up in a soft, nervous tone, her boyfriend's silence really worrying her.

Spider Man is now at the edge of the building and he fires his web line. He looks over his shoulder at his girlfriend and in a cold tone says, "…Now we're done here…" He starts swinging away.

Power Girl flies after him, relieved that her boyfriend didn't do something he'll regret. As soon as the two heroes leave, the police finally show up.

 **The Four Seasons Hotel**

Felicia Hardy, wearing a simple black dress that goes down just above her knees, a black sun hat, a pair of grey gloves, black high heels and carrying a grey purse, finally arrives in New York and decides to check into a hotel before starting her search for her missing friend.

"…complete with a balcony that overlooks Central Park," says the connoisseur.

"A balcony?" asks Felicia. "Oh, I'll never use that. I'm afraid of heights."

"If there's anything else I can help you with, please don't hesitate to ask Ms. Hardy," says the connoisseur.

"Please, call me Felicia," Felicia says back with a smile. "And yes, there is one more thing you can help me with Harold. Can you send up a plate of those awesome chocolate colored strawberries?"

"I'll have them sent right up Ms. Har…" the Harold begins to say but was interrupted.

"Harold, what'd I just say?"

"Uh, sorry. I'll have them sent right up…Felicia."

"Good boy Harold," says Felicia as she goes to her newly acquired hotel room.

Harold continues to watch the woman leave and sighs, "Mister…Harold…Hardy."

"The woman takes YOUR name genius," says the other connoisseur.

After taking a nice long shower, Felicia, now in just a towel, is sitting on a chair looking through magazines such as Entertainment Weekly and Vogue. From what she can gather, Tricia was last seen with an actor known as Hunter Todd, who is the star of a recent horror movie that came out called "Seeing Things". Apparently the two have been romantically involved and have been seen in a loft near SoHo. Felicia feels that her best bet would be to go over there and pay him a visit. She sets the magazine she was holding down on a nearby coffee table, only to have a business magazine catch her eye. On the front cover is an admittedly attractive blond woman in a business suit with her arms crossed and a huge smile on her face. Felicia couldn't help but look at it in annoyance. Despite what the magazine is telling her, she knew exactly who that is. Peter never really told her who his current girlfriend really is, but the fact that she doesn't wear a mask when she's in costume is a dead giveaway. She guesses that considering her costume has a certain…design to it…most people who see her normally don't look at her face anyway.

 _"I'll admit, it's a clever design choice. Almost makes me wonder why I wear a mask."_

However, since Felicia has a nice rack of her own, she feels there was no need for her to be looking at someone else's…Well…maybe she'll take a quick glance, but that's it. Felicia continues to look at the magazine in utter disgust, "Ugh, even when she's not wearing the cape, she still acts all high and mighty. "Oh, look at me, I own my own company and I want to use it to help out humanity. I'm so pure and innocent." *sigh* First Mary Plain and now Ms. Tall, Blonde and Bland. You're standards for women are really lacking Spider." Felicia gets up from her chair. "Well, that's enough pining over exes with bad taste in the opposite sex, it's time to play a little game of "Cat and Mouse"." She goes to her closet to suit up.

 **SoHo, Manhattan NY**

"I swear, the more I read this trash, the more brain cells I obliterate," Spider Man says as he is crouched on the edge of a rooftop and reading a random tabloid magazine. "And people read this every week?"

"Well, maybe you should spend less time dropping IQ points and more time helping me look for our pedophilic celebrity," says Power Girl as she stands on the edge of the rooftop putting her super senses to good use.

"Hey, I'm not the one with super hearing and different kinds of vision, and my spider sense can only do so much," says Spider Man eliciting a scoff from his girlfriend. "You got your ways of searching for our perp, I've got mine. Anyway, that meathead we interrogated back there says the guy on the cover of a magazine was a celebrity that he didn't recognize, and since Ben Affleck is on the cover of People and Robert Downey Jr. is on the cover of Premiere, I'm guessing our obscure actor is none other than this Hunter Todd guy."

Power Girl looks over at the wall crawler, "That guy from that awful horror movie we saw the other night? God, he was probably one of the worst parts of that movie. Well, that and the fact that the movie was PG-13. LAAAME."

"Yeah, well, every article I've read on the guy doesn't say anything about a teenage boy fetish, but he has recently been involved with Tricia Lane."

The blonde heroine looks over at the spider hero, "The supermodel?"

Spider Man nods his head, "I actually met her once when MJ and I were still together. She used to work with her."

"Now that you mentioned it, I actually got a call from her the other day saying she went missing too," says Power Girl. "I wonder if there's any correlation? Man, it's been a while since I last spoke to MJ. Maybe I should stop by at her nightclub to say hi."

"Well, it's good to see you getting along with ONE of my exes," Spider Man quips.

"I think MJ's pretty cool, and we both have one thing in common: We hate your other ex."

Spider Man closes the magazine and looks up at his girlfriend, "Come on, Felicia isn't as bad as you make her out to be. Besides, she had no idea that you and I are an item…Well, until you started choking her out for flirting with me."

Power Girl sighs, "Okay, so maybe I overreacted a bit…"

"A bit?" Spider Man interrups.

"Let me finish. I may have overreacted a bit but that still doesn't excuse the fact that the reason why you two broke up in the first place was because she only loves half of who you are. Shallow much? I know MJ broke up with you for the same thing but her reasons are more justified. She thinks the life you live is dangerous, which it is, and yet she doesn't want to stop you from doing what you do because of your dedication. At least she still supports and accepts both sides of you. Felicia doesn't."

Spider Man sighs, "Yeah, I guess you're right. But there's still some good in her. I've seen it before."

"Yeah, well, I have yet to see it for myself," says Power Girl as she looks out into the distance.

There was some awkward silence for a few more seconds before the spider hero stands up from his crouched position and spoke up once again, "Hey listen, about what happened earlier…You know, when we were interrogating the drug dealer…I know I probably gave you quite a scare back there and I'm really sorry for that."

He suddenly feels a hand on his shoulder. He looks up to see the Kryptonian giving him a warm smile, "I know how much Donnie means to you. He was your student after all. If it was any of my employees, I probably would've done the same thing. At least you were able to hold yourself back. That's all that matters."

Spider Man nods, "Well, I knew that if there's ever a moment where I even think about crossing that line, you would be there to stop me."

"Just like how I trust you to stop me if I ever try to go down that path," says Power Girl.

The two heroes exchange longing smiles when, suddenly, Power Girl was able to pick something up with her super hearing.

Spider Man notices this, "What do you hear?"

Power Girl points downward, making the spider hero look down to where she was pointing and he notices two people arguing and about to enter a taxi.

"Dammit, just get in the car Tiffany," says the male.

"I think someone's had a little too much to drink," the Kryptonian chuckles.

"Oh, lighten up Hunter," says the woman.

Power Girl's face fell.

"You're on MY dime all right? When I say it's time to go, it's time to go," says the male.

The blonde heroine uses her microscopic vision to take a good look at the male…it was him, "I think we found our guy."

Spider Man's eyes widened under his mask, "You're kidding. Wow, how lucky are we tonight?"

The two heroes follow the taxi.

The taxi lead them to a condominium, and they land on top of a building across from it. Spider Man and Power Girl watch the couple leave the car and enter the building.

"I see I'm not the only one who's after Mr. Fame and Fortune down there."

The two heroes turn to their right and they see a dark haired woman in a black and white leotard with an opening on her midriff, purple boots and gloves complete with a black cape with a white trim and a purple mask.

"Helena?" Power Girl spoke up. "What are you doing here?"

Huntress puts down her binoculars and looks over at her two fellow heroes, "There's this kid named Donald Phillips who was absent from school. He's supposed to be in my Italian class. When I called his folks, they said he's been missing for weeks. Then I hear on the news that he died from a heroin overdose. I looked into the kid's records and saw that he was an honor student, so the fact that he would take drugs in the first place just doesn't add up. Add that to the weird autopsy. I did some digging and it led me straight to this Hunter Todd guy. I take it we're all after the same thing."

"Yep, pretty much," says Spider Man. "Donnie was in my science class. One of the dealers Karen and I talked to told me he led him to this guy."

"Did he tell you about his sick fetish?" asks Huntress.

The wall crawler sighs, "…Yeah, he did."

"It's taking a lot in me not to put an arrow through this guy's head right now," says Huntress as she continues to look in her binoculars. "That fact that the poor kid was taken against his will…"

"I know the feeling," Spider Man says in a low voice.

"Hey, he may have done a very horrible thing but we are not about to cross that line," Power Girl says to the both of them in a serious tone then looks over to her boyfriend. "That's not who we are."

Spider Man and Huntress look at each other and then nod in agreement at what their friend just said.

Huntress sees Hunter enter his condo, "Well, here's our man of the hour. I was able to put a device on the window so I can hear what he's saying inside."

"I'll cling to the side of the building and listen in that way," says Spider Man as he leaps across towards the condo.

Power Girl stays behind and puts her super hearing to work.

The three heroes listen in as Hunter was talking to the woman who was with him.

"C'mon Hunter, I played your beard all night. Pay up," says the woman.

"Keep your thong on. I'm calling him now," says Hunter as he dials the phone.

The three heroes continue to listen in when one particular name caught their attention, "Mr. Brownstone? It's Hunter. We're here in the loft. Ready to dose."

Power Girl and Huntress look at each other.

"He's definitely our guy," says Power Girl.

Meanwhile Black Cat is standing on an adjacent rooftop and sees a figure on the side of the building. She was about to barge into Hunter Todd's condo and ask questions.

 _"Looks, like he's got himself an unexpected visitor,"_ she thought. _"What better way is there to get on Mr. Todd's sweet question-answering side than "deep sixing" the bad guy lurking outside his window?"_

She fires her grappling hook and swings towards the unsuspecting figure.

As Spider Man is listening in on the conversation… "Spider sense? Wha…"

"SPIDER MAN, WATCH OUT!" he hears Power Girl yell out.

He looks behind him and sees Black Cat swinging towards him.

The former thief also heard what Power Girl said and immediately recognizes the man she was about to jump, "Peter?"

Black Cat collides with Spider Man and the two come crashing through the window.

"What the hell?" Hunter says as he looks over to what's going on.

"Ow, I think I busted a rib, maybe dislocated a knee," Spider Man says as he's struggling to get up.

"Ah, what the hell are you doing here?" says Black Cat as she's rubbing the back of her head.

Power Girl and Huntress emerge through the broken window.

"Spidey, are you…" Power Girl begins to say and then she sees Black Cat. Her face went from a worried look to a bona fide death glare. "You."

The former thief looks up and sees Power Girl. She now rolls her eyes, "Oh good, SHE'S here too."

Huntress looks at her friend, "You know this woman?"

"She's my ex," Spider Man answers as he puts his arm on his back and tries to stand up straight.

The former assassin's eyes widened, "…Oh…Well this is awkward."

"Oh my God. Is that Spider Man and Power Girl?" the woman, whose name is Tiffany, now asks.

"WHAT THE HELL IS GOING ON HERE?" Hunter finally asks.

"I'm looking…I'm looking for Tricia Lane," Black Cat answers as she gets up.

"T…Tricia Lane?" Hunter asks.

"Yeah…T…Tricia Lane?" Spider Man mimics Hunter.

"Yes Tricia Lane, and again, what are you and "Little Miss Perfect Angel" over there doing here, and who's the chick in the S&M costume?"

Huntress begins to yell some Italian profanity while walking towards the former thief.

Power Girl retrains her friend.

"Yeah, I don't think I want to know what she's saying right now," Spider Man quips. He looks back over to Black Cat. "And to answer your question Cat, I'm here to ask Actor Man if he knows anything about a kid named Donald Phillips."

"Oh my God," Hunter says in a shocked tone.

"I call that a big yes," says Power Girl as she narrows her eyes.

"Yeah, me to," says Huntress as she points her crossbow at the celebrity. "So start talking."

Hunter looks at the crossbow with fear in his eyes, "IT WASN'T ME, IT WAS HIM. HE GAVE HER TOO MUCH. HE…" The celebrity begins to convulse and fall to the floor.

Huntress raises her hands up in defense, "I didn't do anything, I swear."

"OH MY GOD, HE'S OD-ING," shouts Tiffany.

"What? How?" Spider Man questions.

"From heroin stooge," Black Cat answers.

"Hey, don't you speak to him like that," Power Girl says to the former thief.

Black Cat rolls her eyes, "Just get him on the couch, quickly."

The wall crawler quickly picks the man up and sets him down on the couch.

Black Cat turns to Tiffany, "Do you have any adrenaline shots in this house?"

"I don't know. I never…" Tiffany begins to say until she starts to convulse as well.

"Oh my God," Power Girl says in horror.

"What the hell's going on here?" Spider Man now asks.

"I think I might be able to shed some light on the subject for you," says a random voice.

"Where's that coming from?" asks Huntress.

"The phone," Black Cat answers as she point to the phone that's on the table.

Spider Man moves over to the phone and picks it up, "Who is this? What's happening here?"

"Both Mr. Todd and Ms. Cummings are experiencing massive overdoses. They'll be dead within moments," says the mysterious voice on the phone.

Spider Man looks over at Power Girl who was listening in with her super hearing, "Peej, you think you can fly them to a nearby hospital in time?"

"There's no point to that sir," says the mysterious voice. "I'm giving them large enough doses to ensure they won't be able to impart any more information from you."

"Giving them how?" Spider Man demands. "WHO IS THIS DAMMIT?"

"I'm Mr. Brownstone," the voice answers. The line immediately goes dead after that.

 _ **And that concludes this chapter. Next time, our heroes will find out who this "Mr. Brownstone" is and there will be a "verbal" catfight between Power Girl and Black Cat, and poor Spidey will be stuck in the middle of it...with Huntress watching in the sidelines.**_

 ** _I'm gonna be putting more focus into this story since I actually have a plan on where exactly it's going to go. So expect more updates to come from this soon._**

 ** _Also, be on the look out for a special separate one shot story that is in continuity with this but takes place sometime between the last chapter and the one before it. It's called Richard Parker's Philosophy. It features Peter giving his famous life lesson to a certain young Kryptonian._**

 ** _Be sure to leave a comment telling me what you think of the story so far._** ** _Until Next time..._**


	10. Chapter 10

_**Last time, Spider Man and Power Girl investigate Donald Phillips' murder and find out that it is linked to an actor named Hunter Todd. As they are tailing him, they run into Huntress and...unfortunately...The Black Cat. Here's Part 2 of 6 of our story.**_

Chapter 10

 **Carnegie Hall, Manhattan, NY**

A chubby brown eyed male in a business suit, with dark hair and facial hair, presses the phone icon of his mobile phone and ends the call.

"Scratch Hunter Todd as a client," he says to a scrawny man, also in a business suit, with similar dark hair and glasses.

"Ah man, he was gonna give me "Producers" tickets," says the scrawny man.

"Why bother?" the chubby man asks rhetorically. "Lane and Broderick already left, and they were the only reasons to see the show."

"Hey, I like Mel Brooks," says the scrawny man.

"So watch Blazing Saddles again," the chubby man says back as he adjusts his bowtie. "In the meantime, see to it that all evidence of our association with Hunter Todd is trashed. Go through the party data bank and erase him from any of the RSVP lists. It sounds like we may have a few tights-set looking into Tricia Lane's disappearance."

"We've got costumes sniffing around now?" asks the scrawny man. "Who are you all of sudden, Roman Sionis?"

"Considering I'm not wearing a mask that's seared into my face, no," answers the chubby man.

"Which costume is it?" asks the scrawny man.

"Spider Man from the sound of it," answers the chubby man.

"Spider Man? Between Tricia Lane, Hunter Todd and all that friction with the Ortegas, you sure we're not getting just a little too high profile?"

"In this day in age? Really Francis, what IS high profile anymore." The chubby man walks out from backstage as the lady who was currently onstage begins to introduce him to the crowd.

"Ladies and gentleman, I give you, Garrison Klum."

 **The SoHo Grand**

"This night just keeps getting better and better," Spider Man says in his head as he looks down at the medics and police officers below, carrying two dead bodies out of the apartment.

One of those corpses just happens to be of a guy who was connected to the death of one of the wall crawler's students. Just when Spider Man, Power Girl and Huntress had confronted the man, he and his "girlfriend" suddenly get overdosed with heroin. Then there's this Mr. Brownstone guy. How in the world was he able to inject them with heroin while casually talking to Spider Man over the phone? Does he have magic powers or something? Doesn't matter now, their only lead to this mysterious drug dealer is now going on a one way trip to the morgue…Which is ironic considering Spider Man and Huntress were having thoughts about ending him themselves after what he possibly did to Donnie, only for Power Girl to tell them not to entertain those said thoughts, speaking of whom…

Spider Man looks over at his girlfriend who is looking down at the police and ambulance below. She closes her eyes and looks away, her hands tightened into fists. She's clearly distraught for not being able to save those two people.

He softly grabs Power Girl's fist, eliciting the Kryptonian to uncurl it and grab his. "There was nothing we could have done. You did the best you could," the spider hero says to her in a comforting tone.

Power Girl softly smiles and tightens her grip on her boyfriend's hand, silently thanking him.

"Well, there goes our only lead," Huntress sighs.

"Eh, he had it coming," Black Cat shrugs.

Power Girl's face fell and she looks over at the former thief, "That guy may have been scum for what he did, but he didn't deserve to die."

Black Cat rolls her eyes, "Still the wholesome Girl Scout I see."

"And I see you're still a heartless, shallow bitch who cares for nobody but herself," Power Girl says back as she narrow her eyes. "Peter told me why you two broke up in the first place."

"Oh, did he now?" says Black Cat then looks over at Spider Man. "Are you still sour about that? I was a child."

"Yeah, the same way Amy Fisher was a child, and Monica Lewinsky," says Spider Man.

"Hey, I wasn't the one who ran off and hooked up with a high school sweetheart and then a goody two shoes. Maybe if you've been a bit more patient with me, I would've calmed down a bit and came around, but no, you just HAD to be with Mary Jane and now this white picket fence with tits."

Power Girl walks towards Black Cat and gets in her face, "I dare you to call me that again."

"What, are you gonna choke me out again?" the former thief asks as she points to her neck. "Do you know how long it took for that bruise to leave my neck? I had to wear a scarf for weeks."

"Serves you right after what you pulled," Power Girl says back.

"How the hell was I supposed to know that you two are an item? Your boyfriend did a piss poor job trying to tell me in advance. I bet if you didn't have your "godlike powers" you would think twice about doing what you did again."

"You really think that without my powers you could kick my ass?" Power Girl laughs. "Such a common misconception."

"I don't think I can, I KNOW I can," Black Cat replies as she gets into the Kryptonian's face…even though said Kryptonian trumps her by about one inch.

"The Justice League has a training room in their watchtower with red solar emitters. How about we go there and test that theory?" Power Girl challenges.

"I'm game if you are," Black Cat accepts.

Huntress, who was watching the exchange between the two women, finally decided to step in and break the two up, "Hey Betty, Veronica, how about you guys fight over Archie AFTER we find out who this Mr. Brownstone guy is."

"For once I agree with Cheryl" Spider Man speaks up and Huntress rolls her eyes at the jab at her. "Let's all just put our differences aside for now and work together."

Power Girl and Black Cat continue to stare each other down then immediately cross their arms and look away from each other.

"Fine," they both say.

Huntress then looks over at Black Cat with a rather impressed look on her face. The fact that she was able to stand up to a woman who could turn her to ash with just one look earns her respect in her book. Of course, this is Karen she's talking about here. As much as she would want to throw this woman into space, she would never do it. This discount Catwoman has a point. Karen really is a goody two shoes. Still, that fact that she used to date Spider Man baffles her. How is it that women like her, Karen and this Mary Jane person can put up with that idiot for more than ten seconds?

Spider Man sighs in relief then turns to his ex, "So what's Hunter Todd's connection to Tricia Lane? And are we talking about THE Tricia Lane?"

Black Cat looks over at Spider Man, "You know Tricia?"

"I met her years ago during at some event with MJ back when we used to date. She used to work for her," the spider hero explains. "I looked through some magazines and noticed she went missing not long after Donnie. The magazines linked her to Hunter Todd so I tracked him back here. Was she into the ron?"

Black cat raises her eyebrow, "The "ron"?"

"I can talk street," Spider Man says proudly as he crosses his arms.

Huntress begins to rub her temple with two of her fingers and murmurs something in Italian, something along the lines of, "What an idiot".

"Don't bother, I'm still trying to wrap my brain around that myself," Power Girl sighs.

"Believe me honey, I stopped questioning him a long time ago," Black Cat says back. She looks back over at her ex. "No, she wasn't into "the ron", not that I know of. But she HAS been running with a young actor crowd for the last month or so, and they're not exactly known for their temperance. Especially that Hunter Todd."

"But we didn't see either him or his date cooking up or shooting up before they overdosed," says Huntress.

"Maybe this Mr. Brownstone gave them a hot dose with a delayed reaction before you guys started tailing them," the former thief suggests.

"I don't think so, they were calling about of drop-off before you, y'know, GOT INVOLVED," Power Girl says as she narrows her eyes at Black Cat.

"Well, sorr-ee," Black Cat says putting her hands up in defense. "I guess should look before I leap."

"The thing that doesn't add up is that Brownstone said he was GIVING them doses, not GAVE," says Spider Man. "Dammit, not of this makes sense."

"Says the guy who can walk on walls and sleeps with an alien with the powers of a Goddess," says Black Cat.

"She has a point," Huntress chimes in.

"Oh sure, take HER side," Power Girl glares at her friend.

The former assassin raises her hands up in defense, "Hey, I'm just saying, maybe we're not dealing with an average drug lord here. Maybe he has powers."

"Nice to know SOMEONE here is being reasonable," Black Cat says as she walks over to Huntress and takes out her hand. "I don't think we've been properly introduced. Felicia Hardy, I go by Black Cat when I'm in costume."

The former assassin looks at the other woman's hand for a moment then begins to shake it, "Call me Huntress for now. Just because I agree with you and we're allies at the moment doesn't mean I trust you."

Black Cat releases Huntress' hand and shrugs, "Fine, you can keep your secret identity. At least YOU were smart enough to wear a mask." She looks over at Power Girl and smirks. "Isn't that right…Karen?"

The Kryptonian's eyes widened and she narrows her eyes at Spider Man.

The wall crawler raises his hands up in defense, "I swear, I didn't tell her."

"No, Peter was kind enough not to tell me who you really are. I figured it out on my own," Black Cat says casually as she begins to put her snow white hair into a ponytail. "I see you in a lot of business magazines and was able to put two and two together. Seriously, you think you're the only one with a nice set of melons that people oogle at?"

"Yeah? So what? I bet yours aren't even re…" Power Girl says as she uses her X-Ray vision but stops mid-sentence when she sees that, yeah, they're real, and looks away in defeat. "Dammit."

Black Cat gives a smug victorious smirk, "Well, since we're done with our little boob measuring contest, how about we start tracking down this Mr. Brownstone and don't you worry Spider, your girlfriend's little secret is safe with me," Black Cat says as she fires her grappling hook.

Spider Man immediately grabs her wrist to stop her from leaving, "Wait, wait, wait, how are we supposed to do that without any leads? Shouldn't we come up with some kind of plan first?"

Black Cat looks down on the ground and shakes her head, "Man oh man, I forgot what a "Cautious Cathy" you are. People are dying out there cause of this guy Peter, maybe even one of my friends. I want to find him and nail him to a wall."

"We will, we will, but it wouldn't hurt to come up with a game plan would it?" Spider Man says calmly.

"Come on Felicia, even you of all people have to admit he's right about this," says Power Girl.

Black Cat sighs, "Fine, you win. What say we go back to my place? I'm staying at the four seasons."

Huntress raises an eyebrow, "As in, "The Four Seasons Hotel"?"

The former thief nods.

"Oh my God, their chocolate covered strawberries are a-mazing," says Huntress.

"I KNOW RIGHT?" Black Cat exclaims. "I can order up a plate of them while we all brainstorm."

"Please do."

Meanwhile Spider Man looks over to Power Girl, "I think Huntress may have found a new best friend."

The blonde heroine groans.

Back at Carnegie Hall, Garrison Klum is now doing a Q&A with a group of people after having finished his public speech. "And I told them, Rudy, give it to Rudy. The man was a rock for this city when we needed it most. Hell, even Harvey deserved it more than me, with the concert and whatnot. But they wouldn't listen to reason. They insisted on giving it to the least deserving schmo in town. Then I convinced them to give it to me instead."

"Where's the award going Mr. Klum? Apartment or Office?" asks a random female voice.

"I'm taking a page off of Joel and Ethan's book and sticking in the bathroom, over the bowl," answers Klum.

Suddenly, an explosion interrupts the banquet. Everyone looks to where the explosion was coming from and they are soon greeted by a woman in a scorpion themed costume and three people wearing outfits with designs that are similar to playing cards. First there was a male who was dressed like the jack of spades, then there was a woman with long black hair and in a white full body jumpsuit with a number 10 on the side of her arm, and finally there was a rather large male who is also in a white full body jumpsuit with a letter "A" on the side of his arm. The scorpion woman was none other than Elaine Coll, aka Scorpia while the other three were three members of the Royal Flush Gang: Jack of Spades, Ten and Ace.

"Sorry we were late to the party," says Scorpia. "Our invitations got lost in the mail."

Back in SoHo, Power Girl heard the explosion and screams from afar.

Spider Man notices this, "What is it honey?"

The blonde heroine looks over at her boyfriend with serious look, "We need to get to Carnegie Hall."

The people at the banquet are now running for their lives as the group of villains continue on their rampage.

"Keep you cummerbunds on," says Scorpia as she swipes at a few police officers with her tail. "We're only here for one man."

The man in the glasses, whose name is Francis, turns to Klum, "The Ortega Cartel?"

"Has to be," whispers Klum.

"Can you pump and dump them?" asks Francis.

Klum shakes his head, "There's too many of them, and I used up the nearest batch on Hunter To…"

Scorpia grabs him by the throat, "We've come for Klum…Hey, that rhymes."

However, Scorpia's victory was cut short by a drop kick to the face, courtesy of the Black Cat, "I prefer haikus."

"Aw shit, we got capes," says Jack.

"Seriously, why is it that people always call us that when not every superhero wears a cape? Although, to be perfectly honest, Ms. Skin Tight Leather over here isn't an actual hero. She's just a pain in the ass tag along. The Scrappy Doo of the group you could say." Power Girl quips earning a scowl from Black Cat and a few chuckles from the bystanders.

"Ugh, of course this city would have a Royal Flush Gang faction," says Huntress as she rolls her eyes.

"Yep, they're pretty much the McDonald's of the criminal underworld," says Spider Man.

"You got that right, web-freak," says Ten. "And they always come with a Big Mac. Speaking of which…" She points to Power Girl. "Attack."

Ace charges at the Kryptonian.

Power Girl sighs, "Why do I ALWAYS have to fight the big guy?"

Ace tackles her through the giant hole the heroes were standing behind and they both go flying off the building.

The remaining heroes engage the remaining villains. Spider Man faces off against Jack in hand to hand combat.

"So where are the King and Queen? Did they get lost in the shuffle before the game even began?" Spider Man jokingly asks, as he's dodging swipes from Jack's staff.

"They're making sure the folks who hired us keep up their end of the bargain," says Jack as he continues to swipe at the wall crawler with his staff.

"I know I'm probably going to get some cryptic answer or some sassy remark when I ask this but, humor me anyway, who are you working for?"

"Wouldn't you like to know," Jack says with a grin.

Spider Man sighs, "Yeah, I figured as much. Oh well, I guess that means I can stop toying with you now."

With that, the spider hero grabs Jack's staff and swings him over to a table full of food. He uses his webs to embed him on the broken table for good measure.

Meanwhile, outside, Power Girl is now on ground level and is wrestling with Ace.

"Let me guess, you're another android aren't you," she rhetorically asks and she uses her X-Ray vision.

Inside was wires and circuitry, thus confirming her theory.

"Awesome, that means I won't have a guilty conscience when I do this."

She steps back from the Ace android and uses her freeze breath to freeze the robot in place. The blonde heroine then punches the frozen android to pieces.

"Power Girl wins. Fatality," she says with a smug smirk then sighs. "Wow, I guess that's what happens when you play a lot of video games with your boyfriend. But hey, it gets me out of doing chores."

Scorpia swipes at Black Cat with her tail and the former thief vaults over it. "Really? THAT'S your big move?" she asks.

"No, this is." Scorpia says back as she fires lasers from her gauntlets.

Black Cat does some flips to avoid the lasers, "A little help."

Suddenly, Scorpia's gauntlets were covered in webbing. She looks up and sees Spider Man hanging upside down, on a webline suspended from a ceiling, "You."

"Hi"

Klum and Francis are seeing Huntress throw down with Ten.

"Small world," says Francis.

"Too small," says Klum.

"Let's get out of here then."

"How?! With all these people watching?!"

Spider Man jumps onto Scorpia's shoulders, "Helloo."

"Thanks," says Scorpia.

"For?" asks Spider Man.

"Making it this easy."

Scorpia uses her tail to knock the wall crawler off her shoulders and he slams right in Ten, knocking her out.

Huntress walks over to the downed spider hero with a smirk on her face, "Thanks for the assist."

Spider Man, while still on the ground gives a thumbs up, "Don't mention it."

Meanwhile Black Cat does a front flip towards Scorpia, "Let's show the guys in the room what they REALLY want to see, some girl on girl action."

She jumps onto Scorpia's tail. Scorpia proceeds to swipe her tail around in an attempt to get the former thief off of it, but Black Cat is now riding the tail like a cowgirl on a mechanical bull, even going so far as to shout, "YEEEEHAW," while doing so.

"I'M GONNA TEAR YOUR FUCKING HEART OUT," Scorpia shouts.

"Spoken like my last five boyfriends," Black Cat says back as she grabs her face and pulls down on the ground. She then jumps off the tail and uses her grappling hook to latch onto it. Finally, the former thief starts to run towards the blown hole in the wall and leaps out of it, dragging Scorpia along with her.

"OH SHIT, SHIT," Scorpia says as she's being dragged down by her tail.

She was able to latch on to the edge of the hole in the wall which prevents her from falling out. However, the tail begins to snap off and Black Cat is sent plummeting to her inevitable doom. Outside Carnegie Hall, Power Girl sees this and she flies towards the falling Black Cat and catches her by putting her arm around her waist. The two women are now hovering in the air.

"You're lucky I was out here to see that crazy stunt you just pulled," says Power Girl.

"I knew you wouldn't let me go splat. My hero," Black Cat says as she brings her hands together and bats her eyes at her rescuer, eliciting an eye roll from said rescuer.

Meanwhile, a group of men down below were whistling at the two attractive women hovering in the air. Black Cat sees this and looks over at Power Girl with a flirtatious smile,

"What do you say Girl Scout, want to give the fellas down below a little show?"

The blonde heroine gives a smug smirk, "You want to make out with a woman so bad? How about we go to Arkham Asylum and pay Poison Ivy a visit?"

The former thief gives a deadpan look, "Funny."

Power Girl and Black Cat make it back inside the building to reunite with Spider Man and Huntress, just in time to see Scorpia and the Royal Flush Gang be apprehended by the cops.

"The Tinkerer, the mark of quality in supervillain hardware," says Spider Man.

"Tinkerer, built this?" asks Black Cat. "Wow, what a piece of crap. It just snapped off."

"Well it WAS supporting your fat ass," Power Girl quips.

Huntress covers her mouth to keep from laughing.

Black Cat looks over at the Kryptonian with a scowl, "You know, I'm getting REALLY sick of you constantly dogging on me. I cannot wait for you to show me that Justice League training room."

"Peej, Cat, remember our agreement," says Spider Man.

The two women glare at each other for a couple of seconds then look away from each other with their arms crossed and pouty looks on their faces, "Sorry."

"Are you sure this is a good idea?" asks Francis.

"If I don't want every columnist in New York writing about how I snubbed the jag offs who saved my life, then yes," says Klum as he approaches the heroes.

"Where are they? Where are my little life savers?" The heroes look over and sees Klum approaching them. He puts his arms around Spider Man and Power Girl's shoulders. "Who needs the Justice League when New York has two great heroes in the form of Spider Man and Power Girl, and look, he's teamed up with Catwoman and…well I'm not sure who the woman in purple is."

Black Cat glares at Klum while Huntress just looks down in thought.

"It's the Black Cat."

 _"Am I REALLY not that well known outside of Gotham?"_

"Whatever," Klum says, responding to the former thief's comment. He begins to shake Spider Man's hand. "Garrison Klum at your service. But then, of course, you probably already knew that. The name, not the service part."

"Uh…yeah," the wall crawler replies. "Listen Mr. Klum, any idea why Scorpia and the Royal Flush Gang were after you?"

Klum begins to put his arms over Black Cat and Huntress' shoulders, "Kid, when you got as much money as I do, there's always a would-be kidnapper looking to make a quick buck. It's the price you pay for being successful."

Black Cat looks over at her ex, "He's leaning on my boob."

"Yeah, he did the exact same thing to me earlier," whispers Power Girl.

"Easy ladies," whispers Spider Man.

He looks over to Klum. "Perhaps being a bit less high profile might help?"

"And let the terrorists win?" asks Klum. "There's no point to that sir."

Spider Man's eyes widened in recognition, _"That phrase. That voice. It sounds so familiar."_

He looks over at Power Girl and she has a look that says, "You thinking what I'm thinking?"

Spider Man responds with a silent nod.

"New York's finest wants me to answer some questions, so I've gotta go," says Klum. "Thanks again for the assist."

"The Assist?" Black Cat and Huntress both say.

"If you ever need anything, you know where my building is. Keep fighting the good fight."

With that, Klum leaves.

"You know, I was this close to breaking that guy's arm," says Huntress, making a gesture that emphasizes how close she was to doing that. "I'm getting major Lex Luthor vibes from him."

"You're not too far off Huntress," says Power Girl as she glares at the man.

"What do you mean?" asks Black Cat.

Spider Man decides to speak up, "Well, call us crazy, but Peej and I think we may have found Mr. Brownstone."

 _ **Looks like Spidey and Peej found their mystery drug lord, what's going to happen next? Find out next time.**_

 _ **I apologize for the delay. Last week was a busy week for me, and next week I'll be just as busy well, especially with Finals being right around the corner. I'll try to get the next couple chapters out as soon as I can.**_

 _ **Also, I uploaded another one shot called, "Catching Up." Once again, it's in continuity with this story and it takes place waaay before the first chapter. Think of it as a prelude.**_

 _ **I know people are asking about when I'm gonna update my other stories. I'm sorry, you're gonna have to bear with me. I want to make sure this story arc is done before I move on to my other stories. That way I won't be stretching myself too thin. Don't worry though, I've got big plans for both Ensnare my Cold Heart and especially Hope and Responsibility. You just have to be a little patient.**_

 _ **Be sure to leave a comment telling me what you think of the story so far. Until next time...**_


	11. Chapter 11

_**So, after quite a bit of a delay, I'm finally back with the next chapter. Okay folks, remember when I said that the story was going to take a dark turn and that something VERY controversial happens? Well, this is that chapter. I'm telling you this right now, what happens at the end of this chapter is exactly how it went down in the original story, and believe me, when I read it for the first time, even I was like "Holy shit." Honestly, from someone who has read the story in trade, I can only imagine the people, who were reading it monthly, having to wait three years for the next issue to come out.**_

Chapter 11

 **The Midtown North Precinct Holding Cells, Manhattan NY**

Elaine Coll, aka Scorpia, is sitting in her jail cell reading a book in peace.

"Hi" says a male voice.

Elaine gets startled by that and drops her book. She looks behind her and sees Spider Man, outside her window, hanging upside down from a web line and Power Girl hovering right next to him with a wide smile. She gives a friendly wave at the criminal.

"I scare ya?" the wall crawler now asks.

"Go to Hell," Elaine replies.

"Hey, where's your silly suit Scorpia?" Power Girl asks then chuckles. ""Silly suit Scorpia." Try saying THAT five times fast."

"You know what you can say five times fast, Power Bitch?" asks Elaine.

"What's she saying?" Black Cat asks from the rooftop above the two heroes.

"We're just making small talk right now. Y'know, tongue twisters and stuff," Spider Man answers.

"Well, ask her who hired her to kill Klum and stop fooling around," says Huntress.

"Alright, alright, keep your panties on," Power Girl says as she rolls her eyes.

"Is that cat lady with you?" asks Elaine.

"Which cat lady are we talking about?" Power Girl asks. "You gonna have to be more specific honey."

"You know damn well which one. Tell her she's a dead woman when I get outta here."

"Hmm, you know what? You can have her," says the blonde heroine.

"Peej," says Spider Man.

Power Girl puts her hands up in defense.

"What's she saying now?" Black Cat now asks.

"She says no woman with a chest like ours should move as fast as we do," answers Power Girl.

"Tell her they act as ballast," the former thief says back.

"That's what I keep saying," says the Kryptonian.

"Listen Elaine, can you tell us who hired you to whack Klum?" Spider Man now asks. "We could ask the Royal Flush Gang, but unfortunately their King and Queen bailed them out before we could even get a chance to see them."

"I'm not telling you jack…" the criminal begins to say only to interrupted by having a small web ball hit the back of her head. "Hey"

"Either you're gonna tell me who hired you, or I'm gonna hang outside your window all night pegging you with web balls lady," says Spider Man. "And if that's not enough, I'll have Cat sing "Memories" from Cats. Hit it Cat."

Black Cat begins to sing with what has got to be the worst singing voice in the history of mankind, _"MEMORIES, ALL ALONE IN THE PAVEMENT…"_

"Good lord," Power Girl says in her head as she looks up in horror.

Huntress just cringes.

 _"I REMEMBER A TIME I KNEW WHAT HAPPINESS WAS…"_ the former thief continues to sing and finally Elaine cracks.

"Alright, alright, ALRIGHT…God I hate all of you. It was the Ortegas."

 **The Spanish Harlem Brownstone of Alberto Ortega**

Klum and Francis are now at the doorstep of a house that belong to the Ortegas.

They ring the doorbell and a man of Latino descent opens the door, "Que?"

"Hello, you may not know me, but I'm the guy your boss tried to have killed this evening," says Klum. "I was wondering if I might have a word with him."

The two men were escorted inside at gunpoint and are now being confronted by Alberto Ortega himself.

"You've got cojones coming here to my home Señor Klum," says Alberto.

"I figure we'd talk about this turf war before one of us gets killed Alberto," says Klum. "Namely me."

"They're clean," says one of the thugs who was searching them.

"That's the nicest thing anyone's said to me all day," Klum quips.

Alberto pulls out his gun and points it at Klum, "Tell me why I shouldn't do what that super bimbo and the Royal Flush Gang couldn't do and blow you away right here in my living room esé?"

"Because, imbroglio aside, you're a smart business man Alberto," Klum says calmly. "And what's more, you're a husband and a father. And, like any good father, you don't want anything to happen to your wife and child, do you?"

"What do you…" Alberto begins to say but was interrupted by seeing his wife coming down the stairs holding their baby.

"Alberto? What's going on here?" says the wife.

"What are you doing down here Pilar?" asks Alberto. "Get back upstairs with the baby. This is business."

"Yes, business," says Klum. "Y'know, your wife doesn't look too good Alberto."

Alberto looks at Klum in confusion but then sees his wife keel over, "Alberto…"

The mob boss runs to his wife, "PILAR."

"Feel…weak…" Pilar says in a weak voice.

"WHAT'S HAPPENING?"

"Same thing that's happening to your men," Klum says as the rest of his men begin to fall to the ground and start convulsing. "They're OD-ing Alberto…Just like you."

Now Alberto begins to convulse. "And thus falls the Ortega cartel," Klum says casually.

"I just want to go on record as saying this was a dumb move," says Francis.

"Francis, you are the king of wusses," the businessman says back. "Pump-and-dumping THIS many people, all in the same place? You're just TRYING to get me caught aren't you?"

Klum looks over at the other man, "Get YOU caught?"

"Oh good God," Francis says as he walks away. "Us. You. Whatever. I'm getting so tired of this."

"Despite your whining, you may have a point," says Klum. "This many simultaneous overdoses MIGHT arouse suspicion."

"Uh…ya think?"

"So perhaps the best way around that is to throw ourselves a little dead man's party. Grab the cleaver from the kitchen will ya?"

Roughly half an hour later, Spider Man, Power Girl, Huntress and Black Cat all make it to the Ortega brownstone, and all of them have looks of horror on their faces.

"Holy Mary mother of God…" Huntress says in a quiet but shocked tone.

The four heroes see a room filled with corpses that have been chopped to pieces. Like there was a party and Professor Pyg was on the guest list. There was only one survivor, and that was the baby that was sitting on the floor crying.

 **The Four Seasons Hotel**

The four heroes are now in Felicia's hotel room, all of them are shaken up over what they just witnessed. Spider Man, with his mask removed, is sitting on the recliner, his hands clasped together and close to his mouth. Huntress, Power Girl and Black Cat, who is now wearing a pink robe are all standing outside of the balcony. Huntress is leaning against the doorway, while Power Girl and Felicia are watching the view of the city. Everyone is in silence.

"I know I should be used to seeing things like that, but holy hell…gives me chills every time," says Huntress.

"Now I remember why I stopped running around in tights," Felicia speaks up.

Huntress and Power Girl now look at her.

"The people in costumes, shooting lasers at me I can handle. Hell, it's almost fun. But the REAL horrors…the sheer savagery so-called "Normal" folks are capable of…I mean, all those people just…BUTCHERED. And over what? Drugs? Dear lord."

As she was listening to the former thief, Power Girl couldn't help but agree with her. No matter how many aliens, monsters and super beings she fights, it always amazes her how horrific regular human beings can be.

 _"Maybe you were right Kal, maybe there IS too much darkness in this world."_

However, it wasn't until a voice coming from inside the hotel suite that she was instantly reminded that it's not the case at all, "At least the baby was okay."

Felicia and Power Girl both look inside the hotel suite at Peter who hadn't moved an inch, then they looked at each other and smiled at what he just said. That was what they both loved about him. Even in the face of unimaginable madness, he can still find hope. Huntress also heard what the spider hero said and she rolled her eyes. However, if someone were to look closely, she also has a small smirk on her face. She's slowly starting to understand what Karen sees in this man. Still…

 _"Such an idiot."_

Peter reaches for his mask and puts it on, "I think it's time we dropped in on Klum."

"Best idea I've heard all night," says Huntress.

 **Klum Tower, Columbus Circle**

Klum, wearing a simple maroon robe, is inside his penthouse sipping on a glass of wine. He begins to look outside his balcony window when lightning begins to flash outside. Suddenly Spider Man, Power Girl, Huntress and Black Cat are all standing outside of his balcony window staring him down. Klum spits out his drink and when the lightning dies down, it was dark again.

"Sweet. JESUS!" he exclaims. When the lightning outside flashed again the costumed heroes were gone.

"THAT'S IT?" Black Cat angrily asks. "THAT'S your big move?"

She and Spider Man are now swinging through the city. Power Girl and Huntress are back at SoHo investigating Hunter Todd's apartment, which is now a crime scene, in an attempt to find more evidence on how Klum is killing those people.

"He knows we're on to him," Spider Man explains. "IF it's even him we're after."

The two land on a random rooftop and the former thief begins to speak, "When you said it was time we dropped in on Klum, I thought you meant we were going to beat a confession out of him. NOT play Peeping Toms."

"We need to collect more evidence before we can go spastic on the guy," says the wall crawler. "That's why Karen and Huntress have went back to Hunter Todd's condo."

"MORE evidence?" asks Black Cat. "That Ortega massacre wasn't evidence enough for you?"

"We don't know he did that," Spider Man says back. "We don't have any proof. Just hunches."

"So?"

"So…until we have a better idea that Klum is Brownstone, we bide our time to build our case against him. I got a friend from Central City to help investigate the Oretga house for us. He's an expert at forensics and…"

Black Cat scoffs, "You see a BADGE wedged anywhere in this cleavage? You remember me reading Scorpia her Miranda Rights? We don't dress up like this so we can get judges to sign search warrants for us Peter. We work OUTSIDE the law. And working outside the law means we DON'T have to bide our time and build our case. It means, when we know in our GUT that we've got our guy, THEN WE'VE GOT OUR GUY!"

"And most days I'd say I agree with you alright?" Spider Man stresses. "But this isn't some lunatic in pajamas standing in front of a wrecked building crowing about bringing the city to its knees. THOSE guys? Yeah, it's safe to assume they're little more than suspects when we start pounding on em. But this guy's a prominent member of the community who we only think…"

"YOU think, I KNOW," Black Cat interrupts.

"Who we only THINK might be a killer drug lord. But honestly Felicia, even if he IS, we've got nothing ON him. We don't even know HOW he's killing these people."

"With hot doses obviously, you moron."

"No track marks on the bodies, no prior drug histories on some of the victims. In Tricia's case, no body." Spider Man puts his hands on his ex's shoulders. "I want whoever killed Donald Phillips as much as you want whoever's responsible for Tricia's disappearance, okay? And if it's Klum, believe me I'll throw the first punch. But we've only been tracking this guy for, what? Maybe twenty four hours? You see what I'm saying here?"

Black Cat brushes his hands off, "Yes, I do. You're saying what you always say. That you're better at this than I am. That if we're not playing the game by YOUR rules, then we're not playing at all."

"But this isn't a game is what I'm getting at dammit. You've gotta listen to me on this."

"To hell with that. I'm not a kid anymore Peter. I came here to New York looking for answers about Tricia, and Klum's my best lead. And AS my best lead, I'm gonna grill him like a side of beef. And if he so much as twitches, I'll bludgeon the sick bastard til he's passing blood on his stool. And if you think I'm taking my cues from YOU on the subject, then you can kiss my…"

Spider Man grabs her wrist.

 _"Oh, oh Peter,"_ Felicia begins to say in her head. _"You shouldn't have done that."_

"I can't let you do this Felicia," the spider hero says in a stern voice.

The former thief immediately punches her ex in the face, kicks him in the face then trips him, making him fall flat on his back. Black Cat then grabs the dazed Spider Man's wrists.

"Felicia, what're you…"

"Let's see if I remember how these work." She double taps both of her ex's palms, activating his web shooters and begins to trap him on the ground with his own webbing.

"Can't believe you sucker punched me," Spider Man says in a dazed voice.

"I can't believe your dopey spider sense didn't see it coming," Black Cat says back as she continues to web up her ex.

"This stuff isn't cheap y'know, specially on a teacher's salary."

After successfully webbing up the wall crawler, the former thief gets up, "Bill me. There, that oughta hold you til I get back."

"Y…You can't confront this guy alone Felicia," Spider Man says as he struggles to break free. "He could be dangerous."

Black Cat fires her grappling hook as it begins to rain, "And I'm a woman with father issues who's pushing thirty, crammed into wet leather and nursing a mean case of PMS. Who the hell's more dangerous than that?" With that, she swings away.

 **The Bedroom of Garrison Klum**

The former thief emerges from the ventilation shaft that was on the ceiling and is now inside the bedroom. She starts to hear music playing, and it seems to be coming from the bed. She approaches the bed and pulls the sheets over, only to be met with an alarm clock with a built in CD player. The CD player then shuts off.

"Like it? Obviously I was a huge Ferris Bueller fan," says a voice coming from behind her.

She looks over her shoulder and sees Klum. "Don't move," she says as she immediately turns around.

"She breaks into MY bedroom and suddenly I'M the threat?" says Klum as he's pouring a drink in a champagne glass. "Brandy?"

"I'll pass," says the former thief.

"Such a shame, there's nothing sexier than a lady sipping brandy. Except for maybe a lady in black tights sipping brandy. Your other costumed friends with you?"

"Have you ever heard the name Alberto Ortega?" Black Cat asks, changing the subject.

"Drug Lord, yes?" Klum replies. "I think I remember Bloomberg mentioning something about him to me at the…Hm."

"What?"

"I was going to dance for you a bit; play the role of the dilettante. But you'd see through that wouldn't you? Sure you would. You're more clever than that. And while it's pure chance that our paths have intersected the way they have, it's time I took matters into my own hands." Klum opens his hand, revealing a spoon, a small bag and a lighter. "You know what this is?"

"You killed Tricia Lane didn't you?" Black Cat now asks with venom in her voice.

"Patience Ms. Cat," says Klum as he takes the small bag and pours it on the spoon.

 _"Here comes the speech,"_ the former thief thought.

"My family comes from Germany…Did you know that?" Klum begins to speak. "I would imagine the name's a dead giveaway. I was conceived there, but raised here. Never bothered to learn my mother-tongue. Never looked into my family's history. Not until the accident." Klum takes out the lighter and ignites it. "I was sixteen. I'm in the bathroom, using mouthwash getting ready for this date with a real hottie from homeroom. My mother was yelling at me…in German actually. When she was mad she always barked in German. Such a harsh language that." He puts the spoon with a liquid substance over the lighter. "She was chastising me for going out FAR too much at nights, and demanding that I stay home with her that evening for a nice, quiet dinner."

 _"Blah, blah, blah, blah, blah, blah, blah, blah…God, they LOVE to hear themselves talk don't they?"_ Black Cat thought as she pulls out her grappling hook and wraps it around her hands, going into a fighting stance.

Klum continues, "And as she's saying all of this, I'm swishing the mouthwash around in my mouth, and I'm thinking, "God, I wish she would shut up. Just shut up and let me live my life." But as I'm thinking this, I'm also thinking about how hot the mouthwash's getting in my mouth. How it's burning my tongue." He puts the spoon full of the liquid substance in a small glass. "And all of a sudden…" The liquid substance that was in the glass now disappears in a puff of smoke. "The mouthwash wasn't in my mouth anymore."

Black Cat has heard enough and she starts to walk towards Klum, "Alright Chatty Kathy, let's…" Then suddenly she starts to feel funny. She starts to grab on to her stomach in shear pain. _"What's happening to me? I feel so…"_

As Black Cat begins to bend over in constipation, Klum begins to finish his story, "When they autopsied my mother, y'know what they found? What killed her exactly? It was the damndest thing." He pushes the former thief onto his bed. "A concentration of mouthwash had inexplicably flooded the chambers of her heart."

Suddenly Black Cat was unable to move nor can she speak, _"I can't…get my bearings…"_

Klum finally begins to explain what's going on, "That dose of heroin I cooked up is coursing through your system now, incapacitating the hell out of you. I imagine you've never shot up before. Technically, of course, you STILL haven't. But I'll bet you're wondering how the heroin got inside you yes." He reaches into his shirt pocket and pulls out a pocket knife. "You see, I'm a teleporter." He opens up the knife. "Thanks to a latent metahuman gene that runs in my family's bloodline, I can teleport small amounts of liquid. It didn't really seem like a very useful talent until I really started thinking about ways to employ it. And a few years ago, I fell upon the most profitable use. I mean, who loves drugs MORE than the rich and famous? And all those beautiful people out there…The would-be junkies who can't afford to be seen with track marks on their arms, but still want to indulge…" He begins to take the knife and peel away some of Black Cat's costume. "How much would they pay for a no-stress, no-mess method of shooting up that didn't involve needles or any of the other unsavory elements usually associated with getting high."

Despite the former thief's doped up state, she does have a look of dread. She now realizes what Klum is about to do to her. _"Please God…no."_

Klum continues, "That's when the name hit me…Mr. Brownstone. And Mr. Brownstone can't have you meddling with his business, or his place in the community, just because a few junkies died, can he?" Klum begins to remove his robe. "So Mr. Brownstone's going to teach you NOT to stick your nose where it doesn't belong…In the most effective way he can imagine."

"I'll…I'LL KILL YOU," Black Cat manages to say.

Klum begins to caress her face, "Oooo, that reminds me…If Tricia Lane was a friend of yours, then I'm sorry to report that I miscalculated on HER dose a bit. But HER loss is YOUR gain. As I now know the proper amount to port into someone I DON'T want fighting back." He begins to look around seeing if the other costumed heroes are already here. "If they're not here by now I take it your friends won't be joining us. The spider and the lady in purple wouldn't be a challenge for me anyway. I have enough already cooked vats of heroin on the premises to stop their hearts twenty times over if need be. Though the Kryptonian…she would most definitely be a huge problem. Luckily you won't be able to scream loud enough for that super hearing of hers to pick it up…I bet you wish you were her right now. To have all those godlike powers, being completely immune to almost anything, being an unstoppable force of nature. You probably wouldn't even be in this mess. Tell me, does being in her presence give you a bit of an inferiority complex? Is that why you came here alone? To prove that you're better than her? *laughs* That is hilarious. *laughs*"

The look on Black Cat's face when Klum compared her to Power Girl, and insults her for it, indicates that he struck a nerve. At the same time, Black Cat begins to realize that there was some truth to what he just said.

He moves closer to the former thief. "Y'know, some junkies say heroin is better than sex. You let me know if they're right."

 **The SoHo Grand**

Power Girl and Huntress are now at the apartment of the late Hunter Todd, searching for any evidence that would help them expose Klum.

Power Girl was talking to someone on her communicator, "Thanks for coming by to help us out Barry. Peter and I appreciate it…No, he's at JSA HQ looking up some files on Klum. His background, family history, all that jazz…Ok, let me know if you find anything."

"You know, people like Klum piss me off," Huntress begins to say.

Power Girl looks over at her friend, "You mean the fact that he's clearly the culprit behind everything that's happened here tonight, but since he's such a public figure, unless we have some cold hard evidence we can't really take him down like any other baddie? Yeah, I hear ya."

Huntress nods, "Now I know how Superman feels when Lex Luthor became President of the United States."

The blonde heroine groans, "Ugh, don't remind me."

"Hey, that's right? You used to be a member of his government sanctioned Justice League for a while, and you were forced to arrest both Clark and Bruce when Lex put out an arrest warrant on them."

"It wasn't my coolest moment okay?" Power Girl sighs as she rolls her eyes.

"Does Peter know about that?" Huntress asks.

Power Girl sighs again, "Yeah, I told him. He wasn't upset about it either. In fact, when I told him that I ended up helping Bruce and Kal, he said he was proud of me for at least following my gut. He always was an understanding person."

"…You really love him don't you?" the former assassin now asks.

The blonde doesn't look at her friend but gives a warm smile, "With every fiber of my being. I mean, yeah, he can be a total doofus sometimes, but he's MY doofus. Without him…I'm nothing. That's why I think it's stupid that Felicia ended things with her and Peter the way she did. She only cared about the mask and not what's underneath it…*chuckles* Although, after tonight, I'm starting to think she now realizes what a terrible mistake she made. But she's five years too late."

Huntress also chuckles and nods.

Suddenly, Power Girl's communicator starts to go off. She puts her fingers on her earpiece, "Power Girl here…Peter?…Whoa, okay, slow down honey, tell me what's wrong?…Oh my God…Okay, calm down I'm on my way okay? You just stay where you are." She hangs up and starts pacing around the room in shear panic.

"What's going on?" asks Huntress.

"It's Felicia, she's gone after Klum," Power Girl says with a look of panic.

"What? Is she crazy? She's gonna get herself killed…or worse."

"Which is why I have to go. She might be in trouble."

"Go, I got this."

The blonde nods to her friend and flies out the window. She's now flying as fast as she can to Klum Tower, the rain pouring down on her, lighting flashing and the sound of thunder in her ears, _"Dammit Felicia, what the hell were you thinking? Please be okay."_

 ** _I'm gonna go on record and say that I don't, under ANY circumstances, endorse rape. With that said, will Karen be able to get to Felicia in time? Find out in the next chapter (and I promise, there won't be a three year delay)._**

 ** _Also, for those of you (though it could be just one person) who keep asking for the next chapter of Hope and Responsibility, even though I specifically said that I was going to hold off on it so I can finish this story, the chapter is nearly done, it's going through some edits. I figured I still had the Scorpion arc to finish and I shouldn't leave you guys hanging. That was the reason for the delay. However, I realized I shouldn't have to bend over backwards because that one guy in the comments is being impatient. So, I'm going to be "That Guy" and wait until I upload the next chapter of THIS story, the next chapter of Ensnare my Cold Heart (since people have been patient with that one, and I can get chapters done with that story much faster since I'm not writing a big epic like my other two stories) for me to upload the next chapter of Hope and Responsibility. For those of you who have waited patiently, thank you I apologize, and don't worry I'm not cancelling it anytime soon._**

 ** _Be sure to leave a comment telling me what you think of the story so far...or if you want to tell me to fuck off for purposefully delaying Hope and Responsibility because that one guy in the comments wants to be annoying. I need a good laugh. Oh, and for those of you who HAVE read Evil That Men Do monthly, let me know your thoughts on how you felt about the delay and having to wait three years for the next issue. I'm really curious._**

 ** _Now if you'll excuse me, I'm going to take a shower. I feel dirty after what I did to poor Felicia..._**


	12. Chapter 12

_**Here it is the next chapter, and you didn't have to wait three years either. Last time, we see Black Cat in a very dangerous situation and Power Girl flies to her rescue. In this chapter, the story takes yet another turn...**_

Chapter 12

 **Ryker's Island**

A prison guard approaches a prison cell and unlocks the door. He opens it to find Felicia in casual prison wear sitting patiently on the ground near a wall. "Ms. Hardy," the guard begins to say. There's some people who want to see you. Some reporter asking if he wants to interview you, and a detective from Gotham."

"Fine," Felicia sighs as she rolls her eyes. "Take me to them."

The two walk to an interrogation room where they are greeted by a well-built male, who looks to be in his mid to late thirties. He has short neat black hair, blue eyes that are framed in glasses, and a simple blue suit with a red tie and a white dress shirt underneath. Then there was a woman, who looks to be about her age and of Latina descent, with black hair and brown eyes. She's wearing a simple brown trench coat, with dark blue dress pants and dark dress shores.

Felicia raises an eyebrow at the male. She can't help but feel like she's seen him before somewhere, but can't put her finger on it.

Finally, the man begins to speak, "Are you Felicia Hardy?"

She nods.

"Clark Kent, Daily Planet, this is detective Renee Montoya."

"We're here to ask you some questions regarding your case," says Detective Montoya.

Felicia looks over at Clark, "Daily Planet? What's a news reporter from Metropolis doing all the way over here?"

"News gets around fast," the reporter shrugs.

"Mr. Kent here heard about me investigating your case, and decided to tag along. You know reporters…" The detective now says.

The former thief looks at both of them in suspicion then shrugs her shoulders.

Montoya and Felicia sit down at a table in the middle of the room while Clark remains standing.

The detective puts a file with photos of the crime scene on the table decides to get down to business, "So I got a call from a friend to come to New York to investigate your case here. According to these files, you're being charged for burglary and the murder of businessman Garrison Klum. It says here that, while under the influence of heavy narcotics, you butchered him in his own apartment. Power Girl and the police found you at the scene of the crime, beneath the victim, drenched in blood with drug-related paraphernalia as evidence."

Clark decided to speak up, "You were wearing your Black Cat costume as well. Now, I can believe the part about burglary due to your previous…exploits…but murder was never usually your M.O. On top of that, your costume was inexplicably ripped open, leaving you exposed."

"We believed that maybe you weren't trying to steal from the man, but instead was a guest, and the murder was maybe an act of self-defense," says Montoya. "I guess what we're trying to ask you is, was sexual assault at play? If that's the case, if what your lawyer told us was true, why did you refuse a rape kit? It could probably help you with your case."

"It's simple Detective," Felicia replies. "He didn't rape me."

"Ms. Hardy," Clark now calmly speaks. "We're only here to help you. We believe you've been wrongly accused and we really want to clear your name, but we can't do that unless you give us your side of the story."

"…Have either one of you ever been raped?" Felicia rhetorically asks. "Have you ever had anyone climb into your body that you didn't want there? And I don't just mean someone you got tired of sleeping with but didn't know how to dump. I'm talking about someone who FORCES himself into you, against your will. And the whole time, you know he's not doing it because he wants you. He's doing it to hurt you. He's doing it because he wants you to know how POWERLESS you are. He's doing it to take away everything good and positive you ever felt about yourself. He's doing it to humiliate you. He's doing it to break you. Well, that piece of shit DIDN'T break me." She points at one of the crime scene photos. "As much as I wish I had done this to Klum I didn't. He DIDN'T rape me, and I DIDN'T kill him."

"Ms. Hardy," says Clark. "Are you sure you're not in denial…"

Felicia slams her fist on the table, "HE DIDN'T RAPE ME AND I DIDN'T KILL HIM, MR. KENT! Now, if we're done here, how about both of you do your goddamn jobs and find a way to get me out of here?"

Montoya just sighs and gets up from her seat, "We'll clear your name, I promise. Mr. Kent and I aren't giving up on you."

The former thief just scoffs. The detective and the reporter both leave the room.

 **Parker/Starr residence, Brooklyn NY**

"Thanks, for coming here to help Renee," says Helena, in her civilian attire, who is on her phone. "Barry's already at the crime scene investigating. Maybe you can help him out…assuming he hasn't already left of course…Yeah, Peter's taking it pretty hard. She may be his ex but he still considers her a friend…*chuckles* You WOULD think she's hot…Okay, let me know if you find anything."

Peter and Karen, in their civilian attire are now talking to Clark.

Peter begins to speak first, "Thanks for coming by the help Clark, I kinda wish J'onn was still alive so he could read her mind. So what did you find?"

"I listened in to her heartbeat like you guys said. She's telling the truth. She didn't kill Klum," answers Clark.

"Well, that's great," says Peter. "That means the real killer may still be out there. There may be a chance to prove her innocence."

"…Peter…there's something else you need to know," says the reporter.

The spider hero's face fell at the Kryptonian's tone of voice.

"When Montoya and I asked her about the sexual assault, she got REALLY defensive. She's insisting that Klum didn't rape her."

Karen now spoke up, "But Kal, I saw Klum's body on top of her, and she was exposed."

"I know," says Clark. "But like I said, when Renee and I brought it up, she got real fiery on the subject. She is adamant with the fact that Klum didn't rape her. This leads to two problems: 1. This eliminates her self-defense argument in court and 2. There's a strong possibility that she could be in denial."

"Oh my God," Peter looks down in shock and anguish.

Karen also looks down in complete guilt and puts her hand on her forehead, "This is all my fault. If only I got there sooner…"

Peter perks up and looks at his girlfriend, "No, don't you dare blame yourself for this…If anything it was my fault. If only I called you sooner…"

"It's nobody's fault," says Clark. "It was just a series of unfortunate events."

Peter sighs, "She's all alone in there. She's hurting."

"I say she's hating," says Clark. "The question is who?"

"Well, obviously Klum," says Karen.

"I'm not so sure about that Karen," Clark corrects again. "I mean, the guy's dead, what's left to hate? No, she's nursing some major enmity for someone else."

There was some silence before Peter spoke up again, "Well, thanks again for helping us out."

Clark smiles, "Consider us even."

The wall crawler raises an eyebrow.

"Kara told me how you helped her out the other night. I appreciate it. Thanks for not giving up on her." _ *****_

Now it was Peter's turn to smile and he chuckles, "Yeah, well, I was just like her when I was her age. I know EXACTLY what's she's going through. Try not ask too much of her okay? She's still a kid after all."

Clark chuckles, "I'll keep that in mind. Take care Peter. You too Karen."

With that, the other Kryptonian leaves.

Once he's gone, Karen looks over at her boyfriend with a sly smirk, "She totally has a huge crush on you by the way."

Peter looks over at his girlfriend with a raised eyebrow, "Really? I thought she had a thing for Dick, no pun intended."

The blonde Kryptonian scoffs, "Oh PLEASE, it's Dick Grayson. What costumed heroine besides Batwoman, for obvious reasons, DOESN'T have the hots for him? I'm sure half of them have already slept with him."

Peter quickly glances over at Helena who overheard the whole thing and is now looking the other way, blushing.

"And besides, she's basically me, and I think you're one of the hottest guys on the planet."

Now it was Peter's turn to blush, "Weeell, I wouldn't go that far."

"Not to mention she kept asking about you during our space adventure, and the way she keeps looking at you when you're not looking…"

"Alright already," Peter says as he rolls his eyes.

Karen chuckles, but then gets serious, "So, what are we going to do about Felicia? God, if only there was a chance to talk to her and see how she's holding up."

After several seconds of silence, the wall crawler spoke up, "I say we bust her out."

The Kryptonian looks over at her boyfriend, "WHAT?"

"Or at least I do. Look, you don't have to come with me if you don't have to. I don't want you to get in any trouble."

"And what about you?" Karen now asks. "Peter are you hearing what you're saying right now? If we're gonna get her out we have to do it legally."

"Karen, I'm a vigilante, I was never worried about the law to begin with."

"So you're telling me you have no qualms of breaking it too?" Karen now looks at Helena. "Helena help me out here."

"Nope, sorry, I don't do lover's quarrels," Helena says with her hands up in defense.

"Karen look," says Peter. "We now know Felicia didn't kill Klum. That makes her innocent. An innocent victim who needs our help. She's no different from any of the other innocent lives we save on a daily basis…And if she had been raped…" Peter begins to look down in sadness, unable to finish his statement.

Suddenly he feels a hand on his shoulder. He looks over and sees Helena with a look of determination on her face.

"Ok…I'm in," she begins to say.

Karen looks at her friend in shock, "You CAN'T be serious…"

The former assassin begins to sigh, "Karen I…There's something I need to tell you about myself…something I haven't told anyone else."

The blonde heroine looks at her friend in confusion.

"I told you how I used to be the daughter of a mob boss right?"

Karen nods.

"*sigh* Well…when I was a child…I was kidnapped by a mobster of a rival family…and he…yeah."

Now both Karen and Peter look at her in utter shock.

Karen spoke first, "My God…Helena, why didn't you…"

The former assassin shrugs, "It was a long time ago. Was it traumatizing? You bet your ass it was. It took me a while but I was able to recover from it. Experiencing sexual assault is one thing, but to see that possibly happen to someone else…If Felicia did get raped, then I want help her in any way I can. I know EXACTLY how she must be feeling right now. Once you experience something like that, you'll never be the same again. It can really hit you on an emotional and psychological level."

Karen looks down and sighs, "We'll be breaking the law. You know that."

"Your boyfriend is already considered a public menace, and this Catholic girl you see right here committed several acts of murder in her early days as a vigilante."

"Wow, confessionals must have been a doozy," Peter says with a grin.

Helena chuckles, "You have NO idea." She looks back at her friend, "Look Karen, if you don't want to come along, fine. But Peter and I are going to Ryker's whether you like it or not."

After taking in what her boyfriend and her friend are saying, Karen finally looks at them and shrugs her shoulder, "Ah, what the hell? Wouldn't be the first time I helped out a couple of "public enemies"."

With that, the three heroes change into their costumes and head over to Ryker's.

 **Ryker's Island**

Spider Man, Power Girl and Huntress make it to cell block H. As they drop down to look for Felicia's cell, they noticed something was not right.

"It's quiet," says Power Girl.

"Apparently crime DOES sleep," Spider Man quips.

"No, I'm serious. My super hearing is only picking up two heartbeats…and one's beating rapidly."

"Uh, guys?" Huntress says as she points at a trail of dead guards.

Suddenly Spider Man's spider sense starts buzzing and the three heroes hear a voice echoing down the hall.

"Peek-a-boo."

They all look to see Felicia in the clutches of a brown-haired man in glasses.

"FELICIA," the spider hero shouts.

"GET OUT OF HERE," Felicia shouts back.

"You didn't tell me your friends were popping by Felicia," the man now says.

"Hey, aren't you Klum's right hand man? Francis, was it?" says Power Girl.

"I'm flattered you remembered me Power Girl," says Francis. "Nobody remembers me. It's usually Garrison who gets all the attention. Got ALL the attention."

"And we're waiting to take him out because…" says Huntress.

"After you madam," says Spider Man. "You know what they say, ladies…"

Then suddenly he gets hit so hard that he goes crashing through an empty jail cell.

"NO," Felicia yells.

"Spider Man," Huntress cries out. "The hell…"

Then she looks over at Power Girl and she notices her hand had been extended like she just threw a punch. She was the one that hit the wall crawler.

"Power Girl, what are you doing?"

"It's…not…me." Power Girl begins to say as she seems to be struggling. Then she looks over at Huntress and her eyes begin to glow red. "RUN."

Huntress summersaults out of the way of her friend's incoming heat vison blast.

"POWER GIRL, IT'S FRANCIS," Felicia calls out. "HE'S MAKING YOU DO THIS. FIGHT IT!"

Power Girl continues to fire her heat vision at her friend and Huntress is doing her best to avoid the blast.

Suddenly, the Kryptonian's eyes are now covered in webbing, and Spider Man jumps on her back. "I'm gonna need you to snap out of it dear before you bring the whole house down."

Power Girl then grabs Spider Man by the arm and pries him off. Then she slams him on the ground and hurls through a stone pillar.

During the scuffle, Francis takes Felicia's chin and makes her look over to him, "You know I don't want this. But they'll never understand."

"I can explain it to them Francis," says Felicia.

Power Girl now has Spider Man and Huntress by their throats and is choking both of them.

"Make her stop," Felicia says with tears in her eyes.

"If I make her stop, she'll do to me what she's doing to them. I know it," says Francis.

Spider Man is struggling to break free from his girlfriend's grip, but it was no use. He had to think of something fast. From the corner of his eye he sees a large piece of rock from one of the stone pillars he broke through. He then remembers his girlfriend's bizarre weakness to raw materials.

 _"How something like THAT can be her weakness, I will never understand,"_ he thought. _"It's gotta be an Earth-2 thing."_

Felicia continues to watch her ex and Huntress getting choked out, "They're my friends Francis. They just want to help."

"But not like YOU want to help," say Francis.

Spider Man shoots a web line at the piece of rock and yanks it into his hand.

"I hope you can forgive me honey."

He then proceeds to bash the rock into Power Girl's skull. The rock breaks, but the Kryptonian falls over, losing consciousness. Spider Man and Huntress are not free and they fall the ground exhausted.

"Huh, well that's…unexpected," says Francis.

"Just get me out of here," says Felicia.

"I've never tried anything that big before. We might not…"

"JUST DO IT!"

Suddenly, the two disappear in a puff of smoke. Huntress and Spider Man, still recovering from Power Girl's assault, saw the whole thing.

"My God, he's a teleporter?" Huntress asks as she's grasping her neck.

"Worse," Spider Man replies. "He's telekinetic."

 _ **Val Kilmer said it best, "It just raises too many questions." Looks like Francis also has powers and seems to be an even bigger threat than Garrison. Who is he really and what does he want with Felicia? You're gonna have to find out in the next chapter.**_

 _ **Man, you don't know how difficult it was to write this chapter. In the original chapter, Daredevil shows up to help out Spidey, but since Spidey is in the DC universe, I had to improvise.**_

 _ **I know some of you are asking, "Wait, Martian Manhunter is DEAD? WTF?" Yes, you heard correctly. I figured since Barry Allen is alive and well here, I decided to have my story set after Final Crisis since that was the event in which he was resurrected in. That, of course, means two things: Martian Manhunter is dead, since he died in the very beginning of the event, and I guess Bruce Wayne is dead too since he didn't make it out either...though he really isn't dead. However, just to give you guys a hint on what's to come, Blackest Night hasn't happened yet. *wink wink* Also, I knew some of would ask why I couldn't bring J'onn into the story and have him read Felicia's mind since he usually poses as a detective. It's simple really, the story would be over.**_

 _ **While we're on the subject of timelines, I guess I can also clarify the differences between this story and Hope and Responsibility, since I know there will be questions. Hope and Responsibility takes place BEFORE Infinite Crisis (though that's going to change in the future). Which means the Power Girl in that universe doesn't have her memories back, the multiverse has yet to be rediscovered and Wally West is the main Flash. Here's an interesting fun fact: The Spider Man in that story has NEVER met Barry Allen.**_

 _ **Be sure to leave a comment telling me what you think of the story so far. By the way, the next chapter of Hope and Responsibility will be uploaded sometime this week. I figured you all waited long enough to see the conclusion of the Scorpion arc.**_

 _ **Until next time...**_

 ** _*_ Read my one shot _"Richard Parker's Philosophy" to know what Clark is talking about._**


	13. Chapter 13

_**Sorry for the wait, I had finals to deal with last week...also this chapter was very tough to write. Be advised, this chapter, while it's an exposition dump (much like the original issue) is gonna give you more insight on the Klums and just how messed up they are. All I can say is, Francis had it rough.**_

 _ **This is it folks, the penultimate chapter of this story arc.**_

Chapter 13

"You probably didn't know this, but when I was a kid, they used to always fill urinals with ice. I could never figure out why exactly. I used to think it was a game. Like, "Hey kids, let's see how many cubes you can melt before you're done." But when I was twelve, my brother taught me why they put ice in urinals."

After escaping Ryker's and teleporting to somewhere safe, Francis begins to tell Felicia everything about his past, like how he was bullied as a child for being Jewish. It was at this moment that the former thief found out that Garrison Klum was actually his brother. In their early years, when Francis was being bullied, Garrison was always there to help him out. He would always be the one fighting Francis' battles. It's times like these that Francis was proud to have a brother like Garrison…Other time's not so much. Anytime Garrison does any favors for Francis, he would ask for something in return, and usually it would involve the two engaging in…physical activities…that Francis isn't too comfortable with. He knows it's not right for two brothers to be doing this, but then Garrison would ask him, "Do you love your brother?"

"See, it can't be victimization if it's done with love…can it?" Francis rhetorically asks Felicia.

"If you didn't want it to happen, then there IS no love behind it Francis," Felicia responds. "If Garrison loved you, he wouldn't have made you do things you didn't want to do."

"I suppose…" Francis sighs.

"You sure THIS is where you want us to be right now?" Felicia now asks.

"Teleporting us both out of Ryker's took a lot out of me. I've never done two people before, which is why I think we only got THIS far. I can't risk trying it again. We might show up only…partially…in the next place you know? Why? Is this bad?"

"I just feel a little…exposed up here."

Francis brings out his hand and Felicia's Black Cat costume appeared out of thin air, "Will this help?"

"How'd you…"

"I got it from your room at the Four Seasons, when I went there to clean it out last night, before I came to rescue you. I stored all your things at my apartment, just in case the police got a warrant to search the hotel. You deserve your privacy…and your identity. I know how terrible it is when someone takes your sense of self away from you."

"It's gonna be okay Francis," Felicia says as she puts on her costume. "Tell me more about what your brother did to you."

* * *

 **Elsewhere...**

"Karen? Babe? Are you with us?"

Power Girl groans as the voice of her boyfriend echoes through her ears as she comes to. She opens her eyes and sees that she's sitting on the side of a wall on a rooftop. Spider Man is crouched down close to her with Huntress standing behind him with her arms crossed. The blonde looks over at the wall crawler with a look of fear, "Oh God, I didn't hurt you guys too bad did I?"

"It's okay," Spider Man soothes. "Helena and I got a few bruises but it's nothing too severe. I think the real question is, did I hurt you?"

Power Girl begins to smile softly at her boyfriend's concern, "I'm a little concussed, but I'll live. You did what you had to do."

Spider Man nods.

"What I want to know is why your spider sense didn't see me coming."

"This may sound crazy, but when it comes to you, MJ, Aunt May or anyone else I care about deeply, my spider sense doesn't register any of you guys as threats. Back when I was in high school when I first started out, the Chameleon was stealing a painting from an art museum that Aunt May and I had visited. After I took him down, she came up behind me and hit me with her purse. I didn't even see it coming."

Huntress snickered at that, "The Amazing Spider Man, defeated by an old lady with a purse. Brilliant."

The wall crawler glares at her under his mask.

Power Girl lightly laughs at this as well, "I take it she apologized after she found out your secret."

"Well, I had to remind her of that moment first but…yeah," the spider hero says as he begins to help her up and the three heroes try to process what just happened tonight.

"I'm just glad we got out of there before the prison guards showed up," says Huntress.

"Yeah, but did you notice how all the dead bodies we found just miraculously disappeared when they did?" Spider Man asks.

The former assassin nods, "So, we're dealing with a telepath and a teleporter."

"Wait, this guy's a teleporter?" Power Girl perks up.

"Yep, Helena and I saw him pull a Houdini and he and Felicia disappear in a puff of smoke that would make Batman shed tears of pride," says Spider Man.

"…Now it all makes sense," Huntress now says.

The two heroes look at their friend in confusion.

"All those people who od-ed on heroin without any evidence that they shot up in the first place, the fact that Hunter Todd and his "girlfriend" also suffered the same fate right before our eyes when Peter was talking to Klum on the phone, when we didn't see him shooting up prior to that. Francis and Klum must BOTH be teleporters. They must use their abilities to inject the drugs into their customers, so the consumers won't have the hassle of using any needles or tracks to get their fix, taking away any evidence of them taking any drugs in the first place."

"Great, now we know how they do business," says Power Girl. "Now we have even more questions. Like if Francis was the one who killed Klum, and if so, why? What kind of grudge does he have against him?"

"And go through all the trouble to bust Felicia out?" Spider Man chimes in. "What does he want with her?"

"I think we may have an answer to all of these questions and more," says a random male voice startling the wall crawler.

The three heroes look over to see the Flash along with the Question and a blonde woman in a black military jacket with a symbol on the chest that resembles a bird, a short skirt, black boots and a black military cap with that same bird symbol.

"Jesus Barry, don't do that," says the wall crawler.

The speedster smiles, "But it's always fun seeing you react. It's been so long that I kinda missed it."

"Zinda?" asks Huntress, recognizing the blonde woman. "What are you doing here?"

"Renee sent Barry to bring me here and told me about your little predicament," says the woman known as Lady Blackhawk.

"We did some more digging on Garrison Klum and decided to look more into his family background," the Question explains. "And judging by what we found, I had to bring Zinda here because she actually has some knowledge about this."

Power Girl raises an eyebrow, "I take it we all should just sit down and have a drink?"

* * *

Back at an unknown destination, Francis continues his story, "It was at mom's funeral. I didn't want to look at the body but Garrison insisted. Garrison ALWAYS got his way with me. Why should this day be any different? She just looked so different. Unreal, really. I couldn't take seeing her like that. I just thought about getting away from there. Thought and thought so hard until…I was. I wound up in this mall in Dallas I once seen on a TV show. Isn't that strange? It took me two days to wish myself back home. At that point, Garrison was all over me with questions. Like how long I've been able to do that. And "not to do it unless he says so" kinda thing."

"But when did you find out you can make people do things you wanted to do?" asks a fully suited up Black Cat.

"That was thanks to Garrison again," Francis answers. "When Garrison first started building his drug trade, he took me with him to Atlantic City, where he decided I should lose my virginity to a professional."

Francis begins to tell Felicia about his time with a prostitute. Like most virgins with their first sexual experience, it was really awkward. In Francis' case, being this is his first time with a woman, it's even MORE awkward.

"See all those years Garrison forced me to…well it had an effect on me."

When the prostitute asked Francis about his experience with sex, he says that he's done it before…but not like what he was doing at the moment. Instead, it was "the other way." The prostitute, disgusted by what he just said, wasn't gonna have any of that and decided to leave.

"But I didn't want her to leave, I wanted her to stay and let me do the things to her that Garrison did to me for years. So I used MY mind to tell HERS what to do. It never felt like I was doing anything wrong. I wasn't physically forcing her to do anything. I didn't slap her around or hold a gun to her head. She did it all willingly. Physically willingly at least…I know how she felt."

* * *

"Whoa, whoa, whoa, wait a minute," says Power Girl trying to process all this information given to her. "Ok, Francis and Garrison being brothers I can stomach, but the two of them coming from a long line of metahumans dating as far back as World War II?"

"Do you really want me to bring up Felicia's argument from earlier?" Spider Man chimes in.

"Please don't," Power Girl says with a deadpanned look and tone. "I hate when she's right. Thank God she's not here to gloat about it."

"Back when I first joined the Blackhawks, I heard a lot of stories regarding the war, especially involving all the horrific activity that went down in Auschwitz," Lady Blackhawk explains. "I'm sure the name Josef Mengele had popped up in your history books every now and again."

Spider Man nods at this, "I remember the history teacher at school saying she was going to show the students a documentary on the guy…while trying to flirt with me."

Power Girl now looks at her boyfriend with a murderous glare, "Who is she and where can I find her?"

"Easy tigress, she's pushing sixty."

"And what exactly is wrong with that?" Lady Blackhawk asks, clearly offended by the wall crawler's remark.

"Fooling around with older women there Pete?" The Flash asks playfully with a wide grin.

"Hey, it's not my fault I'm a bona fide stud, and I mean no offense Zinda."

"Guys, focus," says Huntress, then turns to Lady Blackhawk. "Go ahead, Zinda."

The fighter pilot sighs and continues, "Anyway, about Mengele, you've heard about all the crazy experiments he did on the Jews right? Well, one of them involved experimenting with a serum that would give Nazi soldiers superpowers so they can have an edge against their enemies, and of course they would use the prisoners from the camps as their guinea pigs because of how expendable they were. If the experiments were to fail and some of the prisoners die as a result, it's no skin off their backs."

"That's horrible," Power Girl comments.

"What if the experiments prove to be successful?" asks Spider Man. "I mean, clearly we can see that with our disappearing, telepathic Mario brothers."

"Simple, they would "exterminate" them because they don't want any superpowered Jews running around," answers Lady Blackhawk. "And they would have succeeded too, had the allies not come barging in, shooting the place up and saving the test subjects. I'm guessing someone in Klum's family was one of the survivors."

Now it was the Question's turn to speak up, "After investigating Klum's penthouse, Barry and I were able to visit the morgue where Klum's body was being held and we did an autopsy. There's something you guys should see."

* * *

Meanwhile Francis' story continues, "When I told Garrison what I did with the prostitute, he immediately reconfigured his business model. The plan was for me to use my "prompt" to get rich and famous people to try Garrison's heroin, and he'd teleport fixes directly into their bloodstreams. Once word spread that Mr. Brownstone could get you dosed with no messy needles or track marks to worry about, I hardly needed to do much "prompting" anymore. Our client list read like a who's who of movie stars, politicians, celebutants and the city's idle rich. By the six month mark, we had enough money to buy the club used to work off of. By the end of the year, we bought our fifth building. Wealth would buy even the worst criminal access. We rubbed elbows with good people, and not so good people. By year five, we were a legitimate organization on the surface. Few knew we were fueled by the drug trade. Two brothers from a nothing family have conquered the greatest city in the world. You would've thought it was conquest enough for Garrison…I'd learned it wasn't."

Francis then tells Black Cat about how Garrison would still force him to engage in their usual "activities".

"He didn't even NEED me anymore like he did when I was a kid. He was pusher to the stars. He could've had anybody. But it was never about sex. He just wanted to remind me who was in charge."

"Why didn't you "prompt" him to stop?" asks the former thief.

"Garrison was the only person my prompting never worked on," answers Francis. "Maybe it was because we were brothers, but he was immune to it. He'd already ruined my childhood, but do you know what it feels like to be violated as an adult? That's why I intervened that night. He was doing that thing he did with the heroin whenever his base filthy need clouded his judgement. He was dosing you so he could have his way with your body. Like he did with that schoolboy, the one that Hunter Todd brought around, like he did with Tricia Lane. I looked at you under him and I saw myself. All those years forced to do things I didn't want to. Things I found repellent. I thought about how reckless he'd become, with the drug trade and his sexual appetites. How the murders he committed would eventually expose our abilities…and maybe worse secrets I was too ashamed for the world to learn. I was tired of all of it, very tired. So I did the only thing I could think to do at that moment…"

* * *

Huntress looks at the photos and murmurs something in Italian.

"When the police found him, it looked like he had just ingested a ticking time bomb and it came back to him in the worst way," says The Flash. "But, if Francis was the one who killed Klum, I'd say he probably teleported into his brother's body and exploded him from the inside out."

"That. Is SO. COOL," Power Girl says with excitement in her voice.

"This coming from the horror movie fangirl," Spider Man smugly quips eliciting his girlfriend to sick her tongue out at him.

"And Felicia witnessed it," says Huntress. "So Francis, must've come back to kill her so she couldn't finger him."

"But if he wanted to kill her, he could've done it at Ryker's," the spider hero argues.

"Oh, right, that reminds me," The Flash speaks up. "Jay told me that he got a message from Mr. Terrific that the JSA's main computer picked up a search engine request pulled from the web that came from a terminal…In Ryker's Island. Apparently, someone was looking up the known limitation abilities of teleporters carrying passengers."

"So she knew that he was coming for her," says the Question. "And she wanted to know how FAR they'd get."

"Which means they may still be here in the city," Spider Man concludes. "But where?"

* * *

 **The Queensboro Bridge, New York City**

Francis is now sobbing after telling his story, and Black Cat tries to comfort him.

"Shhh, it's okay Francis, you just let all of it go now."

"I didn't want to do it," Francis sobs. "But he would've killed you. Like he killed the others."

"I know Francis, and I can't thank you enough."

"My God, I've killed my own brother."

The former thief puts her hand on the teleporter's chin and forces him to look up, "Look at me. He was a monster Francis. All your life, you did what you had to do to survive. And you did what you had to do to stop him from ruining the life of someone else. That's why we have to go to the police and tell them everything."

"NO," Francis exclaims. "They'll throw me in jail, or worse. I wouldn't last five minutes in a prison cell."

"Nothing bad is going to happen to you," Black Cat says in a reassuring tone. "You're sick Francis, and we're going to get you the help you need. When the court hears your story they'll realize that."

Francis tries to teleport but couldn't.

"You're too weak to teleport again so soon Francis. You have to trust me. I can help you. Listen to me, you were trapped in a cycle of abuse you had no control over. But now you're free of that abuse, and you can leave it behind. The courts will understand what you did, and with therapy…"

"No," Francis interjects. "I won't tell anyone else what they did to me. It's humiliating. They'll never understand. They'll laugh at me."

"The only way you're ever gonna be whole again is to deal with what you've done Francis, and what's been done to you."

"You can't know the shame. You don't know what it feels like to go through what I've been through."

"Yes, I do Francis."

"HOW? HOW CAN YOU POSSIBLY KNOW?"

Black Cat now sighs and lowers her head, "…Because I've been raped too."

 _ **Now, for those of you who've never read the actual story, I know what you're thinking, "Did Garrison actually rape Felicia?" I'm now at the point of this story where I can now say, "No he didn't." Francis prevented that from happening. However, this little bombshell she just dropped, she is referring to something entirely different. Okay, so in the original Kevin Smith story, there is a major retcon regarding Felicia's backstory (At least I think it was a retcon), and you're gonna see that in the next chapter. If you thought you knew all about Black Cat before, you haven't seen nothing yet. Also, now we have confirmation on who REALLY killed Donald Phillips and Tricia Lane. Man, Garrison Klum was such a sick bastard. Personally, I'm kinda glad he's dead. I think as far as villains go in this story, this is as bad as it will get.**_

 _ **Also, because I know I'm probably gonna be asked this, but Injustice 2 is now out at the time of this update, and no I haven't gotten the game yet. I'm just gonna wait for the inevitable game of the year edition to come out (Unless there was an announcement from Netherrealm that I missed saying that they're not doing that anymore, then maybe I'll pick it up) and for Supergirl, Power Girl is a downloadable skin. She has all of Supergirl's move set but she has a different appearance and voice. From what I've seen, her voice is gonna take some getting use to for me (I guess Ashly Birch wasn't available...) but damn does she look good. Netherrealm really stepped up their game with their female character models since MKX. I also really like her costume (Though to be honest, I'm just glad they kept the cleavage. lol). I'm definitely looking forward to playing as her when I finally get the game. Is she gonna be my main? We'll see.**_

 _ **Be sure to leave a comment on what you think of the story so far.**_

 _ **We're almost at the home stretch guys, so hang in there...**_


	14. Chapter 14

_**This is it the final chapter of our story arc. At the end of the last chapter, Felicia drops a major bombshell. What did she mean by what she said? You're about to find out here. Also our heroes finally find her and confront Francis.**_

Chapter 14

 **Queensboro Bridge, New York City**

"They say the model for every relationship a woman has with a man is predicated on the relationship she shares with the first man she ever loves. Her dad."

Black Cat begins her story by telling Francis about her father. Growing up, she looked up to him. Every morning, before school, they would play basketball together. Felicia once suggested to her father that she would become a cheerleader for the Knicks, to which he would look at her in mock outrage, saying to her, "Why cheer on the dopey boys when you get to pass the rock yer darn self? YOU be starting center, and let the boys cheer for you." Felicia would then say to her father, "But there aren't any girls on the Knicks." To which he responds with, "Then you be the first. If the game doesn't work for you, then change the game. You can be anything you want when you grow up Fee-Fee. Don't forget that."

"Course, the only courts in my future were of the legal variety. When I grew up I wanted to be just like my dad, and since he was a cat burglar…well, let's just say the apple didn't fall far from the tree. But dad wasn't the man responsible for shaping my destiny. I mean, he'd have rather I DIDN'T follow in his footsteps, y'know? The guy most responsible for me putting on tights and stealing things wasn't as noble, and since my father was a professional thief, that's saying a lot. I met him when I was a freshman at ESU."

Black Cat then goes on to tell Francis about a guy she met at a fraternity party. She was in the bathroom fixing her hair when one of the fraternity boys came stumbling in, clearly intoxicated. He tried to put the moves on Felicia when someone came in and pried him off of her. It turns out the guy who came to rescue her was also a member of the fraternity hosting the party, and he apologized for his fellow member's actions. The young man, who goes by the name of Ryan, offers to escort Felicia back to her dorm to which she accepts.

"He was everything I was looking for in a guy back then: Chivalrous, charming, cute. He was nice. He walked me and my friend home and we chatted the whole way. About classes, campus, movies, the Knicks. He made an excellent first impression. What can I say? I was smitten. I spent the next day with him. Then I spent the rest of the week with him. Going to the movies, hitting the books, going out to eat. I thought he might be the one, and he was. I just didn't know WHICH one."

Black Cat now begins to talk about that fateful night. She was at Ryan's dorm room where the two of them were making out on his bed. Felicia decides she had enough "lovey-dovey" for one day, and was about to leave so she can study for a Philosophy exam. However, Ryan insisted that she stay for a little while longer. Felicia was flattered, but she really needed to go…unfortunately Ryan doesn't take no for an answer. What was once a romantic moment for Felicia now became a struggle for her dignity and her virginity…and she ended up losing that struggle.

"Some studies say that one if four women are raped in their lifetime. There are other studies that put the figure at one in nine. Even if the figure was one in ten million, it'd still be too much. I spent the rest of the week in a daze. I was too ashamed to tell anybody. Like an idiot I thought it was my fault. I never reported it. I never told anybody. He took something from me that night…and it wasn't just my virginity. He took who I saw myself as. He took my identity, and I wasn't alone. According to Department of Justice Statistics, a woman is raped in America every two and a half minutes. Think about that, in the time it takes for me to tell you this story, how many women are victims of sexual assault? That's when it hit me. I wouldn't let what happened to me become just another statistic. In a selfish moment, that man stole my life from me. I told him no, he didn't care. He didn't listen. It was a hate crime. And it gave birth to a hatred that demanded justice. Blood called for blood. The solution was simple then…I was gonna kill my attacker. I'd refused all of his subsequent calls to my dorm room and I hadn't seen him since that night. I didn't want to think of him as a person anymore. Just an aggressor. I'd trained for months. I'd studied multiple fighting styles, and I knew which blow would be the deadliest. I didn't care what happens to me. Prosecution, jail, all I wanted was to right my wrong. But the universe beat me to it."

After months of training and preparation, Felicia was ready to have her revenge. However, when she approached Ryan's frat house, she overheard a conversation about a car accident that put a few boys in the hospital. Ryan was one of those passengers. The next day, there was a newspaper article that confirmed he died in the hospital. Felicia's revenge had been denied.

"All that training and preparation…for nothing. I was so furious. I was a gun ready to go off. But I had no more target. He stole my life and I wanted to steal his, and now I'd never get that chance. It left me feeling…reckless."

And by that she means she saw another article in the newspaper about a very expensive diamond put on display at a local jewelry store. She then begins to think about how her father was a notorious cat burglar in his early years, and how she wanted to be just like him when she grew up. Being a young girl full of angst and bitter about having been denied her vengeance, Felicia decided to use her newfound skills and vent her frustration the only way she knew how. The life she once knew was already taken away from her, so she felt like she had nothing else to lose.

"That night, I stole my first diamond. That led to more and more robberies. And soon I didn't think about what had happened with Ryan anymore. I justified it myself. Something was stolen from me, so I started stealing back. I built myself a new identity. I was no longer Felicia Hardy, the naïve freshman who'd been date raped. From then on I was Felicia Hardy, thief extraordinaire, the Black Cat."

"I'm so sorry," Francis finally says once the former thief finished her story.

"No, I'M sorry," says Black Cat. "I'm sorry I never reported the rape, I'm sorry I never went to therapy, never talked to anyone else about what had happened to me. I'm sorry it took me so long to trust anyone again. But I finally did. I met him on my first night out in my costume…when I broke my father out of jail. The night I finally took on the Black Cat mantle. In spite of my feelings toward men at that point, I felt like he was different. Like I could trust this one. We've been friends ever since. Sometimes even MORE than friends. But in all those years, I've still never told him what I told you tonight Francis."

"Why not?" Francis asks.

"I don't know," Black Cat answers. "I guess just I buried it all. Suppressed it. I haven't thought about what Ryan did to me in years. Until that night, with your brother."

"The night I saved you."

"You did. Now let ME save YOU. Come with me. Talk to my lawyer. We'll turn ourselves in and explain everything. I'll stand up for you. I'll tell them what happened and that you stopped an evil man from another horrible act in a lifetime filled with terrible deeds."

"Would I…have to tell them? About what he did to me?"

"I think you should. It'd help you to talk about it. It really helped me to tell YOU what happened to me back in college. And Francis…I didn't even realize how bad I was still hurting about it. Not until I shared it with you, and in that, it helped me again. Let me help you the way you've helped me. We're rape survivors Francis. We need to be heard so we can heal."

"I can't. Everyone will laugh. They'll say it's my fault. That I deserved it. That I brought it on myself."

"They'll understand Francis. About your brother, the hooker from Atlantic City, everything. You were caught in a cycle of violence. But you can end it all by dealing with it now."

"I'm telling you, I can't do it."

* * *

Meanwhile, Spider Man, Power Girl and Huntress are flying/swinging through the city in search for Black Cat and Francis. Power Girl is using her super hearing to pick up on some familiar voices.

"Do you got her?" Spider Man asks his girlfriend.

The Kryptonian continues to concentrate, "It's a little muddy with all the city noise but…there."

"You have them?" asks Huntress. "Where?"

"Up north, by the river," answers Power Girl.

The three heroes land on a rooftop.

"Where by the river? By the docks? The…" Spider Man then stops talking when he sees Black Cat and Francis…on the Queensboro Bridge.

Power Girl, who was listening in to the conversation going on over there, wondered why her boyfriend stopped speaking, but then she realized why, _"Someone he cares about being abducted, they're on a bridge…uh oh."_ "Peter, I know this looks…"

"NO," Spider Man exclaims as he starts swinging towards the bridge.

"SPIDER MAN WAIT," Power Girl shouts as she and Huntress starts to go after him.

* * *

"I can't go to jail," Francis says in a frightened tone. "Do you know what kind of prisons they put people with special powers in? What kind of restraints they use?"

"You won't go to prison, I promise you," Black Cat reassures. "You'll go to a hospital Francis, where you can deal with what's been done to you, with doctors who only care about your psychological and emotional well-being."

"How can you be sure th…" Francis was suddenly interrupted when Spider Man came swooping in and drop kicked him away from his ex.

The wall crawler then proceeds to pummel the telepath/teleporter. "NEVER AGAIN," he shouts as he's punching him. "NEVER. AGAIN."

Black Cat, who had fallen on the ground when Spider Man swung in, soon recovers and sees what is happening, "SPIDER MAN STOP. YOU'RE KILLING HIM."

"I'VE HAD IT WITH YOU PSYCHOS HURTING THE PEOPLE I CARE ABOUT," Spider Man exclaims. "NEVER AGAIN, D'YA HEAR ME?"

Just when he was about to throw another punch someone grabs his wrist and pulls him away from Francis. It was Power Girl.

"Yeah, I think he gets it," says the blonde. "If you just stayed put for a couple more seconds, I was gonna tell you I overheard their conversation from the position we were in. Felicia was trying to talk him down. He wasn't trying to hurt her."

With that, the spider hero calmed down.

Huntress also appears on the bridge, "What the hell was that about?"

"I'll explain later," Power Girl says to her friend. She then turns to Francis, "Hey, uh, sorry about the misunderstanding. You're gonna have to excuse my friend here. He gets a little antsy when people close to him get whisked away with no rhyme or reason, and being here on this bridge brought back some bad memories…"

Francis starts to get up, "I trusted you Felicia, and you LIED to me. You…you somehow called your friends here…TO KILL ME!"

"Francis, no, I swear to God, that's not true," Black Cat says in defense. "I would never betray you, not after what you did for me."

"YOU LIED TO ME," Francis shouts. "YOU WERE LYING THE WHOLE TIME. TO KEEP ME HERE UNTIL YOUR FRIENDS SHOWED UP."

"No Francis, that's not true."

"YOU'RE LYING."

"Please Francis, I wouldn't lie to you. I want to help you, we can break the cycle of violence together."

"You know what I've got in my apartment Felicia? In my drawer next to my bed, where I laid your things out so neatly?" Francis puts out his hand and, in a puff of smoke, a gun appears.

Power Girl moves in front of Black Cat, "Easy pal, let's not do anything stupid, okay? Let's just talk this out…"

"No, we're done talking," says Francis and turns to Felicia. "You're just like Garrison, and that hooker, and the kids at school. You're all a pack of lies and hate. And like you said, "Blood calls for Blood"."

Realizing that there's no persuading him any longer, Power Girl, in a desperate move, uses her heat vision to destroy the gun. The gun explodes, knocking Francis back and sending him plummeting off the bridge.

"NO," Power Girl and Black Cat both shout as Power Girl flies down after Francis. She moves past him and starts hovering down below, preparing to catch him, when suddenly he vanishes in a puff of smoke.

* * *

 **Washington Square Park, Manhattan, NY**

"Do you think he's still alive?" Felicia asks as she and Peter are walking through the park. Felicia is wearing a beanie cap and sunglasses to hide from the public.

"I don't know," the spider hero answers. "Even though he teleported, he did it mid-fall. Wherever he wound up, he still had to land y'know?"

"He may have gotten off light if he DID die," says Felicia. "At least he doesn't have to live the rest of HIS life as a fugitive from the law."

"We'll get you cleared Leesh. It may take time, and you're gonna have to lay low, but sooner or later we'll get you out from under the murder charge."

"God, it just sucks. No matter how hard we try to help, sometimes we only make things worse. For others. For ourselves. For Francis."

"You can't think like that," says a female voice.

The two turn around and see Karen and Helena walking towards them.

"Nice of you to join us Girl Scout," Felicia says with a smirk. "And why shouldn't I think like that?"

"Because no matter what the outcome, at the end of the day we always help more people than not. The good outweighs the bad," answers the Kryptonian. "That's something I always tell Peter when HE'S all down in the dumps."

"It does help me sleep at night," Peter says with a smile.

The former thief smiles too and turns to Helena, "So, you guys gonna introduce me to your friend here?"

The assassin turned vigilante brings out her hand, "Helena Bertinelli…We met last night."

Felicia takes her hand and shakes it, "I figured. I take it I earned your trust. At least you were more subtle about it than Peter was when he unmasked."

"You loved it when I did it and you know it," Peter joked.

Felicia smiles warmly, "I did actually."

"S'not what you said then," Peter says back.

"I was a kid Peter. I've grown up a lot since then. You telling me who you were, even when you didn't show it at the time, it meant the world to me. You helped me."

"Helped you how?"

"You helped me to trust again."

"Really? NOW you tell me? When I already moved on to another girlfriend?"

"Seriously," Karen chimes in.

"And what do you mean, "trust again"?" asks Peter.

Felicia looks down at the ground for a moment, _"It's now or never Felicia."_ She looks back over to her ex, "Peter, I think it's time I told you something, something that happened to me when I was in college."

Karen raises an eyebrow, "And you're cool with me and Helena knowing about this too?"

The former thief nods, "I've been afraid to tell people about this for far too long. I'm not afraid anymore."

* * *

 **JFK International Airport, Queens NY**

"No way," Karen says with a wide grin, as she and Helena were looking at a small photo that Felicia had in her wallet. "THAT'S you as a college freshman? Love the Farrah Fawcett hair you're rockin'."

Felicia chuckles at that, "Yeah, well, even back then I try to look fabulous."

"We've all been there," Helena comments.

Karen gives the photo back to the former thief and there was some awkward silence.

Felicia speaks first, "So, uh, when the police escorted me out of Klum Tower, I noticed you tried to get my attention, asking me what happened and if I was alright."

Karen scratches the back of her head, "Well, yeah, we were all worried about you. We really thought Klum actually…you know. It's a good thing Francis stepped in when he did. I couldn't live with myself if something bad happened to you and I couldn't stop it."

Felicia chuckles, "And here I thought you hated my guts."

"That doesn't mean I think you deserve to have something horrible to happen to you," says Karen. "Even if we don't see eye to eye with each other, I will still go to the ends of the earth to help you or anyone else. It's just how we heroes roll."

Felicia smirks, "Let me guess, you had an uncle, or some kind of father figure, give you lectures on responsibility."

Karen lowers her head and grins softly, "Yeah…something like that."

"I guess you and Peter are more alike than I thought. It's no wonder I was so jealous of you ever since we first met."

The Kryptonian gives her a confused look.

Felicia looks at her and rolls her eyes, "Oh come on, look at you. You were raised by what I assume was a perfect family, you're the CEO of your own company, AND you are one of the most powerful beings on the planet. You have the perfect lifestyle. I'm just the daughter of a cat burglar who did nothing but follow in her daddy's footsteps. You are the living embodiment of who my dad REALLY wanted me to be when I grow up. You're the daughter he only WISHES he had."

Karen and Helena looks on in sympathy as Felicia continues.

"When Klum dosed me with heroin and I was at his mercy. He mentioned you. He told me that if I was more like you maybe I wouldn't have been in the mess I was in. He had no idea how much those words hurt me. Everything he said to me that night was right on the money. Every time I see Power Girl on the news fighting some giant robot or something, it just makes me feel…small. Like the Spider finally found someone who could keep up with him and then some. The two of us meeting each other again didn't help matters either. Just made me feel even more inferior. Klum was right, part of the reason why I went after him was so that I could prove to myself that I was better than you, *sighs* and it almost cost me my life."

Karen takes Felicia's hand and held it with hers, encouraging the former thief to look up, "I wouldn't be beating myself up if I were you. Peter always tell me how you and MJ were both there for him when he was at his lowest point. Before I came along he already had two women who were there for him throughout both parts of his life. MJ was there for Peter Parker while you were there for Spider Man. Gwen Stacy was a special case. She taught him how to feel love. If anything, I'm kinda jealous of all three of you. And, yeah, what you did that night was really stupid, but you have nothing to prove. When I heard you talking down to Francis that night, trying to convince him to turn himself in, I knew, right then and there, that Peter was right about you. That there IS some good in you. So, again, you had nothing to prove, because you already did it. You proved me wrong about what I thought about you. You're not worthless."

With that Felicia smiles, "Thank you, and don't sell yourself so short either. It's nice to know the Spider has finally found someone who shares his sense of humor and can keep up with him with the witty banter. I can tell he gets lonely when he's the only one throwing out quips."

Karen also smiles, "When I first met him, I helped him take down the Sinister Six. He told me that as soon as I made a joke about Mysterio's snow globe head, he had a huge smile on his face. Says every time we team up he's the happiest he's ever been being Spider Man."

"I can believe it," Felicia chuckles.

There was announcement on the PDA about Felicia's flight arriving in two minutes.

"Well, that's my que to leave," says the former thief. "Tell Peter it was nice seeing him again, and…I guess it was nice seeing you too Karen. Are we…friends now?"

The Kryptonian looks up in thought, "How about…friendly rivals?"

Now it was Felicia's turn to look up in thought, "Yeah, that sounds a lot better."

The two women shake hands.

"Promise me you'll take good care of Peter," says Felicia. "Don't make the same stupid mistakes that I did."

"You have my word," says Karen.

"Hey Felicia," Helena speaks up.

Felicia looks at her and sees the former assassin take out a slip of paper with a phone number on it. "If you ever want to talk, you know about…everything…just give me a call. I'll listen."

Felicia looks at the slip of paper then looks back at Helena. She smiles.

After telling Peter and the others about what happened to her in college, Helena told Felicia what happened to her in her childhood and the two of them bonded. They now share a mutual respect for one another.

Felicia takes the slip of paper and puts it in her pocket, "I will, thanks."

"You know, that was impressive the way you took on that Scorpion lady the other night. I don't know if Peter told you this, but there's an all-girls crime fighting team over in Gotham City. They're recently short one member and I think you'll make a fine addition. Just say the word and I can ask for a request to have you recruited."

Felicia begins to think about it, "Hmm, that's an interesting proposition you have there, but doesn't Gotham already have a cat lady running around?"

"Yeah, but she's usually hanging around with Poison Ivy and Harley Quinn."

"*Chuckles* Okay, I can see why you guys never bothered to ask HER. If I ever get my name cleared, I'll think about it."

The two begin the shake hands and the three women begin to walk towards Felicia's flight.

Felicia turns to Karen, "So I have a question about your costume."

Karen looks over at Felicia, "Shoot."

"How often does Peter look down at the boob window?"

The Kryptonian gives out a naughty grin, "Whenever he THINKS I'm not looking. Though, it's always more fun to try and seduce him into taking a peek. He's so cute when he gets all shy and flustered."

Felicia laughs, "I know right? Hey, does his breathing still get choppy whenever he perv out?"

"Every time."

"*Laughs* God, he's such a dork."

"Yeah, but he's OUR dork."

* * *

 **Somewhere downtown…**

A man, whose face is wrapped in bandages, and is walking on a cane due to having one leg is entering a warehouse with an elderly man. They are met with a woman with short dark hair and purplish, red eyes.

"And who the hell are you?" asks the man in bandages.

"Sara Descarl, or Satana as she likes to be called," answers the elderly man.

The man in bandages looks at the cheetah claw that she has for one of her arms and raises an eyebrow, "And what's your story?"

"The same reason why you're here," answers Satana. "The same person who did this to me is the same person who did THIS to you." She motions over the bandaged man.

"Be nice to her Francis," says a new male voice. A rather large man approaches from the shadows. He wears a business suit and has a dark flat top. "She can be real sensitive about her arm. Thank you bringing him here Tinkerer."

"It's my pleasure," says Tinkerer.

Satana crosses her arms and looks to the side, "Just tell him why you brought him here Mannheim."

"Yeah, why did you bring me here?" asks the man revealed to be Francis. "I came to you because I wanted something that would give me an edge against Spider Man."

"And I do," Bruno Mannheim, leader of the crime syndicate, Intergang, replies as he points to a large wooden crate. "Right here."

Francis looks at the crate for a couple of seconds and then opens it. After seeing what was inside, he starts to speak, "And you're sure the owner of this costume won't throw a hissy fit when he sees someone else wearing it?"

"Ah, don't worry," says the Tinkerer. "Nobody has seen him around for a while. He won't miss it."

"You know, if you're wanna get into the costume game you're gonna have to study up," says Satana. "Some of us may be borderline psychotic, but we can be quite helpful."

"It's not a game Satana," says Francis. "I don't intend to spend my life trading quips and blows with the man. I want to KILL Spider Man, maybe Black Cat too. That's it."

Satana shrugs, "Eh, the less I see that annoying arachnid the better. But…why go out of your way to use someone else's gimmick? Surely there are ways to have your revenge without pulling the theatrics."

"…The doctors say these wounds will never heal…"

"Well, if it's a mask you want. You can always make your own. Hell, if you want a new body entirely you can just ask me. I'll hook you up."

"I appreciate the offer, but no. I've seen your work. Last thing I want is to become some anthropomorphic creature. Besides, I want to use the contents of this crate to draw out Spider Man. And to get the edge. If he thinks he's dealing with the familiar, he'll approach me differently. With his guard down, why be wary of a foe you've trumped countless times right? And when he does that? When he faces me in this guise, simply prepared to perform a rote ballet he's danced so many times before, I'll teleport my fist into his brain."

"Ooh, I like the way he thinks," says Satana.

"That's certainly an advantage you'll have over the suit's original owner," says Mannheim. "He didn't have your…special abilities…he was all parlor tricks. With YOUR powers, you could actually live up to the name."

"How much?" asks Francis.

"Ah, the uncomfortable discussion of money," says Mannheim. "Ten million."

"Seems kinda high for a suit that's been sitting in mothballs for a while."

"You're not just buying the suit sir, you're buying all the accoutrements the designer of this identity created as well. His contraptions…while admittedly rather childish…do extend the mystique he afforded himself"

"Well…that is…BEFORE he eventually gets his ass handed to him by Spidey," Satana chimes in.

"Yes, that is true," says Mannheim and he turns back to Francis. "And I'm sure that's not a fate you will share Mr. Klum. Also, aside from the history and the anonymity the suit provides, you are also buying this entire warehouse. Think of it as a turnkey operation. You give me the briefcase, and I'll give you the keys to the kingdom…One that can rescue you from ridicule."

"And ten million will certainly put you well on your way to building YOUR kingdom," Francis guesses.

"You can say that," says Mannheim. "And the less capes on these streets the better."

"I'll give you eight million, and once I'm done killing the "arach-knight" I'll do away with Power Girl as well. I know you have issues with Kryptonians, being from Metropolis and all."

"Like hell you will," Satana cuts in through gritted teeth. "That bitch is mine."

"Satana's right," says Mannheim. "We got Power Girl covered. I'm afraid it's ten million or nothing. Such a small price to pay for revenge on your brother's killers, no?"

"Hm," Francis begins to think.

"So do we have a deal?"

The two men look on in silence at the crate with the costume belonging to Quintin Beck, aka Mysterio, inside.

"Yes, yes I believe we do," says Francis.

 _ **Yes, you've read that correctly folks. Just like in the original story, Francis is about to take up the mantle of Mysterio. For those who are curious, I think Marvel used him at least one other time, and that was after the events of the original Civil War, when he attacked the school Peter teaches at. After that he hasn't been seen since. I'm going to take the idea of Francis being Mysterio and I'm taking it in a completely new direction.**_

 _ **Anyway, a rivalry's been put to bed...sorta...and new friendships have been formed. That concludes our story arc, however, there's going to be one more chapter, that teases the next big thing I have in story for both Spidey and Peej. In the meantime, I'm also going to get into writing the next chapter of Hope and Responsibility and get ready for the next big story arc for THAT one. I'm having a bit of writer's block for Ensnare my Cold Heart so it will be awhile before I get to writing the next chapter for that.**_

 _ **Be sure to leave a comment letting me know whether or not I stuck the landing on the ending on this.**_

 _ **Until next time...**_


	15. Chapter 15

**_While I'm working on the current story arc for Hope and Responsibility, I actually had enough time to squeeze in a chapter for this story. This is going to be a prelude to the next big story arc._**

Chapter 15

 **Peter and Karen's (Well…mostly Karen's) apartment, Brooklyn, NY**

The phone starts ringing in the middle of the night, and Karen groans, putting a pillow over her head.

Peter, who is laying in bed beside her, chuckles at her action, "Let me guess, I have to answer it."

"Well you ARE closer to the phone," Karen says under the pillow.

The spider hero rolls his eyes and picks up the phone. "Hello?"

"Spider Man? It's Doctor Mid-Nite" the voice over the phone responds.

"Hey Doc, is there any trouble?" Peter asks.

"God I hope not," Karen says under the pillow eliciting another eye roll from her boyfriend.

"No, this is more personal matter, and I only need you," Doctor Mid-Nite answers. "Are you busy at the moment?"

"Nope, Karen and I were just having our beauty sleep…"

"Which you rudely interrupted by calling us," Karen cuts in from under the pillow.

"Aaand Karen's not too happy about you waking us up at two in the morning," Peter finishes.

"Tell Karen I apologize, but Peter, it's really important that you come here," says Doctor Mid-Nite.

"Are you okay Doc? You say it's nothing urgent but the tone of your voice says otherwise," Peter asks as he raises an eyebrow.

"I think it would be best if you come to the Brownstone so we can discuss this in private."

"…Okay, I'm…I'm on my way," Peter says hesitantly and he hangs up.

"So what crazy science problem does he need your help with now?" Karen asks in a groggy voice, her head now resting on the pillow and her eyes still closed.

"I don't know. I guess that's what I'm about to find out," Peter says as he is looking at the phone.

The Kryptonian yawns, "At least it doesn't involve me having to hit something."

The wall crawler looks over at this girlfriend and smiles, "No, I guess not. You can go back to sleep honey. I can handle this on my own."

"M'kay, have fun nerding it up with Mid-Nite."

As Karen drifts back to sleep, Peter gives her a soft peck on the cheek and he gets up from the bed to go suit up.

* * *

 **JSA Brownstone, Manhattan NY**

"I'm glad that you're here Spider Man," Doctor Mid-Nite says as the spider hero enters the lab.

"What's so important that you had to speak to me privately?" asks Spider Man.

"Well, it's about the blood sample we took from you when you were shot by our mysterious bank robber."

"Right, the Overwatch guy with the homing bullets, I remember. What about that?"

"Well, I took a closer look at your blood sample, and I gotta say…it looks bad…REALLY bad."

"Doc, you're scaring me here. How bad are we talkin'?"

"Well…"

Roughly ten minutes later, Peter with his mask removed, is looking through a microscope and what he saw made his blood run cold, "It looks like…cellular degeneration."

"Exactly," says Doctor Mid-Nite. "If you don't mind me asking, how and where did you get your powers?"

Peter sighs, "Well, back in high school I attended a science demonstration on radioactivity. During the demonstration a spider got hit with the radioactive rays and it bit me."

"You were bit by a "radioactive" spider? Now it all makes since."

"Wait, are you saying the radiation is…killing me?"

"It would appear so. Radiation is radiation and it can be very deadly no matter how you put it. But, you said you've had these powers since you were in high school. If that's the case, why now does it start to have negative effects on you?"

Peter scratches the back of his head, "I guess it's a really slow process that gets worse and worse as I get older. God, I always knew being Spider Man would be the death of me, but not like this."

There is some awkward silence in the lab for a few seconds. Peter then closes his eyes and takes a deep breath. Doctor Mid-Nite watches his JSA teammate/friend, ready to answer the next big question he knows he was about to ask.

"…How long have I got?"

"Four months, but Peter, listen to me. Michael and I will do everything in our power to help you find a cure. There's no way in hell you're dying on my watch. You have been a great asset to the team…and a great friend. Losing you would be devastating for all of us. I can't bear to imagine the look on Karen's face when you have to tell her about all of this. You're aunt too."

Peter begins to perk up at Doctor-Mid-Nite's last comment.

 _"How AM I gonna explain this to Karen? Do I just show up at our apartment and say, "Hey honey, guess what? I'm dying."? It would crush her. And Aunt May…It would be like losing Uncle Ben all over again."_

Suddenly, Peter remembers a moment from weeks ago, back when he and Karen went on their "apology" date…and after they paid their downstairs neighbor an embarrassing and unexpected visit.

* * *

 ***Flashback* (A/N)**

 _After leaving Stan's apartment, Peter and Karen are now laying on the living room floor. They would sleep on the couch but Stinky wasn't in a sharing mood at the moment. Luckily, Peter had bought a sleeping bag for such an occasion. It was also able to hold two people. The superhero couple are now laying together in silence, Peter having his arms around Karen's naked voluptuous body and Karen snuggling into Peter's slim but very fit one._

 _Suddenly Karen begins to laugh._

 _Peter looks down at his girlfriend who is shaking in laughter and grins, "I'm glad you find the two of us embarrassing ourselves in front of one of our neighbors to be hilarious."_

 _"I'm sorry," Karen says, still laughing. "It's just…I'm reminded of a time when I was a teenager when Lois and Kal caught me sneaking out in the middle of the night. As soon as I came home, the lights came on and, there they were, sitting on the couch. Was grounded for WEEKS after that."_

 _Peter chuckles, "I take you were quite the rebel back then."_

 _"Yeah, well, I was no different from Kara when I was her age. Our little "trip" not too long ago reminded me of those days. Not gonna lie, I did get a bit of a rush when we got caught."_

 _Peter grins, "Who knew someone as wholesome as you can have such dirty thoughts?"_

 _"Hey, I can be daring when I want to be. Besides, being with you made me this way."_

 _"Oh, so it's MY fault? *laughs*"_

 _"Well, I'm never like this with anyone else. You bring out a side of me that no one else has ever seen. Whenever I'm around you I feel…happy…carefree…feelings I haven't felt in a VERY long time."_

 _"Yeah, well, I can say the same about you too."_

 _He pulls Karen closer to him and they both share a passionate kiss._

 _Once they break apart Peter speaks again, "I'm sorry I didn't tell you about my relationship with Felicia."_

 _Karen smiles warmly, "Apology accepted, and I'm sorry about not telling you about Vartox…even though we were never together in the first place."_

 _The spider hero chuckles, "Apology accepted."_

 _"Let's you and I make an oath," Karen says as she puts out her hand from underneath the sleeping bag and puts out her pinky. "Let's promise each other that there will be no more secrets."_

 _Peter looks at his girlfriend's pinky and laughs, "Seriously? You want me to pinky swear?"_

 _"Yes, yes I do. I'll go first," says Karen and she clears her throat. "I, Karen Starr, solemnly swear that I will not, under any circumstances, keep any secrets from my boyfriend. I will be open and honest with him at all times and whatever personal problems we may have, we will face them together. Okay, now you go next."_

 _"Do I really have to do all of that?"_

 _"Yes, now put out your pinky and say the oath."_

 _Peter rolls his eyes and sighs, "Alright," his hand emerges from the sleeping bag and he puts out his pinky, "I, Peter Benjamin Parker, solemnly swear that I will not, under any circumstances, keep any secrets from my girlfriend. I will be open and honest with her at all times and whatever personal problems we may have, we will face them together."_

 _With that the two heroes interlock their pinkies, both of them smiling at each other while doing it._

 _After their pinky swear Peter once again wraps his arms around Karen and pulls her close to him. The two of them are now just laying together in peace…That is until Karen spoke up again with a flirtatious smirk on her face, "So…you up for another round?"_

 _"Not in front of the cat you insatiable little minx," Peter says with a smirk of his own._

 _"Fine," Karen huffs._

 ***Flashback end***

* * *

Peter will never forget that night.

 _"No more secrets."_

That was the promise he and Karen made to each other. At the same time, Peter also remembers Karen expressing how she feels whenever he's around. He believes her when she says just how happy she feels because he's seen it. Whenever they're doing anything together, whether it's doing superheroics together, or simple stuff like watching movies, having dinner, dealing with Stinky's antics or just having their usual back and forth banter, Karen always had that gleam in her beautiful blue eyes throughout all of it. They're not even married, and yet it sure feels like it. There's no way the two of them can live without each other. It would be like a part of their life was being stripped away all of a sudden. Peter thinks back to the time before the crisis when Karen had no clue about who she was or where she came from and how saddened she was, and then after the crisis, when she got her memories of her previous life in Earth 2 back and was reunited with her foster parents, only to have both of them die shortly after. It was during those moments where he saw a side of her he hopes he would never see again. Never in his life had he seen her look so broken, empty and insecure. The gleam in her eyes being nonexistent, all of her usual sass and confidence withered away at an instant. Seeing Karen like that pains Peter, and he couldn't bear having to see her like that for the next three months. If he's gonna go out, then he's gonna make sure the moments he has left are nothing but happy ones. With that said, Peter finally makes his decision…He was going to break his promise to Karen.

He looks up at Doctor Mid-Nite, "I'm not gonna tell Karen or Aunt May. We're gonna keep this between you, me and Mr. T."

The JSA member's eyes widened, "But Peter…"

"You say I only have four months right? That's plenty of time for us to find a cure."

"But we have no idea what kind of disease this is. It could be something even WORSE than cancer."

Peter doesn't say anything as he just puts his mask back on. He walks over to Doctor Mid-Nite and puts his hand on his shoulder, "You and Mr. T. are some of the smartest guys I know. I trust you guys."

With that, he leaves the lab.

As he watches the spider hero leave, Doctor Mid-Nite sighs, "I have a feeling this will not bode well."

* * *

After leaving the Brownstone, Peter heads to school for his teaching job. He called Karen, telling her where he was. When she asked him about his meeting with Doctor Mid-Nite, he just said told her that Mid-Nite was working on an experiment and he needed Peter's help. Since they were conversing over the phone, Peter didn't have to worry about his girlfriend using her super hearing to see if he was lying to her. It's the only way he could lie. After he was done with his teaching job for the day, he is now swinging through the city, going over what just transpired moments ago.

 _"Well Parker, this lifelong curse that's been brought upon you by that spider has finally taken its toll on you. Wouldn't say I'm surprised, that ol' Parker luck is just a gift that keeps on giving. God, I can't believe it. I'm actually dying from what made me who I am in the first place, and Karen…Broke my promise to her. We pinky swore and I ended up breaking said pinky swear. Oh, and to top it all off, I lied her. I LIED TO HER. Some boyfriend I am, and let's not kid myself here, she WILL find out eventually, and when she does…well…if this disease I have doesn't kill me she sure as hell will."_

Suddenly Spider Man's spider sense starts buzzing. The only problem is that it's buzzing in a way that is actually hurting him. He stumbles a bit on the web swinging, but immediately saves himself and lands on a random rooftop.

 _"Ah, what the hell was that? My spider sense never went THIS crazy before. Is this a side effect to my disease?"_

He starts to look around and sees if there are any potential threats in the vicinity. There was nothing there.

 _"Huh, weird. I should probably head home, and I'll just be careful when I change out of my costume in case there IS someone stalking me."_

As the wall crawler leaps out of the building a mysterious figure emerges from the shadows and see him off. It was a man in a Victorian style suit with pale skin, long dark hair and glowing red eyes.

He starts to grin maniacally, "Soon, totem."

* * *

Peter carefully changes into his civilian attire, and heads downstairs to his and Karen's apartment. Upon approaching the door he sees that the doorknob was nowhere to be seen, almost like it was yanked off its hinges.

Peter sighs and pinches the bridge of his nose, _"Lost her keys again. I swear we should have a little emergency box with a spare key inside labeled, "In case Karen Starr loses her keys, break glass.""_

He opens the door and, upon entering, he hears music playing and a wonderful singing voice echoing from the living room,

 _"I can't sit here while I go nowhere_

 _Chase my dreams through the polluted air_

 _Walking on a wire, running out of time_

 _There's no room in this ol' heart of mine_

 _Bill collectors waiting down the hall_

 _Neighbors scream and crack the bedroom wall_

 _Nerves jump off the pavement, passion hits the street_

 _Angels cookin' in the city heat_

 _World's too crazy, I can't take no more_

 _I won't stay here locked behind the door_

 _Baby, stir it up, got to break it up now_

 _When I think about tomorrow, ooh, I can't wait to_

 _Stir it up, got to shake it up now_

 _If I have to beg or borrow, I'm not gonna take it anymore, mmm, mmm"_

Peter makes it to the living room and sees Karen dancing in front of the couch with a broom in hand, using it as a microphone. Stinky is sitting on the couch, obviously a stand in for a live audience. As he is watching this "performance" Peter leans against the doorway with his arms crossed and a huge grin on his face. It's times like this where he's reminded why he fell in love with her in the first place. It's amazing how a woman who is the CEO of her own company and second in command of the JSA can be just as much of a goofball as he is. It's times like this that Peter wishes he whipped out his old camera so he can take photos of moments like these.

"Hey Patti Labelle," Peter speaks up. "You mind if I have my girlfriend back for a moment so I can scold her about losing her keys…again?"

With that Karen stops singing, notices Peter and trips. Her flight ability barely keeping her from hitting the ground. She brings herself back on her feet and moves to hit the pause button on her MP3 player.

The blonde then begins to stand there nervously, "Um…Hey babe, glad to see you're home."

"I thought I was supposed to do the cleaning," Peter says with a smirk, savoring this moment. "You did beat me fair in square in MK after all."

"Well…yeah, but then I started to have pity on you for all times I kicked your ass in that game. I figured I can make an exception just this one time."

"Uh-huh, and prancing around singing a song from Beverly Hills Cop is a way to keep you distracted from the boredom it seems."

"Oh, you're one to talk Mr. "Lip syncs to Prince"."

"That was because Atlee was here, and I wanted to embarrass you."

"And it worked…Though she did find it hilarious."

Peter chuckles and he walks over the Karen. He softly grabs her free hand, "You have a beautiful singing voice by the way."

Karen looks away, trying real hard to hide her blush, "You're actually the first person who's ever heard me sing."

"Really? Well don't let that stop you." The spider hero sits on the couch next to Stinky. "How about an encore? For me?"

The Kryptonian looks back at her boyfriend, grins widely and chuckles, "Sure, why not? This next song I dedicate to you." She moves over to her MP3 player and presses the button that moves to the next song. The music starts playing. "You can thank Aunt May for this one. She told me this song is her favorite." With that she starts to sing,

 _"I never knew love like this before_

 _Now I'm lonely never more_

 _Since you came into my life_

 _You are my love light, this I know_

 _And I'll never let you go_

 _You my all, you're part of me..."_

As Peter continues to watch his girlfriend express her love for him through song with a smile on his face, in his head he is saddened. In the next three months, he may never experience moments like this ever again. At the same time, he is determined. If he's going to die, then he will at least make the best of his final moments with Karen. He'll make sure she'll never forget all the good times they have, and when the day of his demise finally comes, at least Karen will know just how much he loves her back."

 _ **(A/N): To find out where that flashback took place, read chapter 6**_

 ** _Once again, Peter makes a really dumb decision, and you can bet in classic Spidey fashion it's gonna come back to bite him in the ass._**

 ** _And that's the end of this chapter. So if you haven't guessed it by now, yes, I'm going to be doing The Other, and yes, that mysterious figure is exactly who you think it is, and it's still gonna be while before he finally shows himself to our heroes...I kinda want his appearance to be big you know?_**

 ** _Also, regarding the last chapter, don't worry I haven't forgotten about the stinger in the end with Francis. There WILL be some resolution to that but only AFTER all that stuff with The Other is finished._**

 ** _Be sure to leave a comment telling me what you think of the story so far_**

 ** _Until next time..._**


	16. Chapter 16

_**I'm gonna be honest with you, I had this chapter done for a while now but then I got caught up with so much stuff. I'm starting another year of University so I had to get ready for that, and Sonic Mania just came out and I got sidetracked with that. Anyway, sorry for the delay.**_

 _ **So this is going to be more of a nothing chapter that will set up some future storylines. Hope you enjoy.**_

Chapter 16

 **Peter and Karen's (Mostly Karen's) Apartment, Brooklyn, NY**

Peter had just pulled a USB drive from his computer and, as he is sitting near the desk, he looks at it for a moment and then sighs. He puts the drive down on one side of the desk and then gazes over at the other side. There lies a picture frame, with an image of him and Karen from last Christmas Eve. They were spending the rest of their night at the Rockefeller Ice Rink after a long day of last minute Christmas shopping. Peter also remembers that, hours before they did their shopping, Spider Man and Power Girl paid a visit to a nearby orphanage where the wall crawler read "How the Grinch Stole Christmas" with Power Girl standing nearby holding back a laugh whenever her boyfriend does his "Grinch voice". Moments like these Peter will surely miss. It's been three weeks since he found out about his illness. He, Doctor Mid-Nite and Mister Terrific were working day in and day out on finding a cure and so far they hit some roadblocks. Peter isn't ready to give up yet, as he only have three months left to live. That's plenty of time to think of something. Still, he couldn't help but think about what would happen if he were to fail. How is he going to break it to Karen and Aunt May? Even though he's been doing a damn good job at keeping them both in the dark, it's only a matter of time before they both find out what's going on. One thing's for sure, Peter will NOT be looking forward to the conversation he will have with either of them if they found out. There's a small voice in his head that was screaming at him to just bite the bullet and tell them, and he would listen to it…if not for the fact that he would have to deal with the two of them constantly worrying about his well-being for the next several months, which is something he didn't want. He wants Karen and Aunt May to be happy, and if he's really going to die, at least he can die knowing that his final moments with his loved ones are happy ones. Peter's train of thought was interrupted when he heard a small "meow". He looks over to where the sound was coming from and noticed that the USB drive that he put down earlier was now gone. He then sees Stinky walking out of the room, no doubt he has the USB drive in his mouth.

"HEY, GIVE THAT BACK YOU LITTLE THIEF," the spider hero shouts at the orange feline from Hell. Stinky ignores him and continues to walk out of the room and out of sight. Peter groans and pinches the bridge of his nose, "First thing on my list of things to do before I die: Take the cat to the Fortress of Solitude and have him meet a certain "Superdog"."

* * *

 **Starrware Industries, Manhattan, NY**

"…And the new coffee machine will be here tomorrow morning," says Simon as he was giving his boss the rundown on everything that has happened recently.

"Thanks Simon, it's about time we got a new one. That piece of junk we have now just isn't gonna cut it anymore," says Karen.

The two walk by the elevator just as it opens and they spot their new intern, Anna Maria Marconi, emerging from it.

Karen decides to greet her, "Anna, good morning."

Anna looks up at her new boss and smiles, "Morning Ms. Starr."

"How's your first few weeks been going so far?"

"It's been great. I've been at the lab working on a few modifications for the nanobots. I also have this idea for a new power source using cold fusion that I want to run by you when you're done with your meeting."

"Be sure to remind me of that."

"Will do…So, how have you been lately?"

"Oh, nothing much. My boyfriend's ex paid an unexpected visit not too long ago."

Anna cringes as the two women were walking together, "Yikes, how bad was it?"

"Not too bad. We butted heads but, eventually, we came to an understanding. I don't think I have to worry about her stealing my man anymore."

Anna nods, "Speaking of your boyfriend, how are things going between you two?"

Karen chuckles and grins, "Peter and I are doing great." Then her face begins to fall. "Though he's been acting very weird lately…"

Anna looks up in curiosity, "What do you mean?"

"I don't know, it's like…he's been giving me A LOT of affection for the past three weeks…at least…more than what I'm used to, almost like every moment we have together could be our last."

"Well…maybe he thinks he's been neglecting you lately and he wants to make it up to you. Maybe he really does love you that much. *gasp* You think he might be trying to propose to you?"

Karen, with a look of surprise, stops in her tracks at her intern's question. That was something that hadn't crossed her mind, but the more she thought about it the more it made sense. She and Peter have been a couple for three years. Sure, their relationship had its ups and downs, but for the most part the two of them have been inseparable. Peter had become a very important part of Karen's life, so much to the point that she couldn't imagine living a life without him. Whenever she's out doing heroics, or just out doing regular, everyday activities, Peter is always right there with her. Every happy memory, every cherished moment, all involved the spider hero. Whenever she had a moment of doubt, or was feeling insecure, he was always there to make her laugh and smile again. Peter had left such an impact on Karen's life that she's surprised they didn't get married sooner. In fact, just the thought of marriage never crossed her mind…and yet…it doesn't sound so bizarre. The two of them are already living together, she and May have a "mother/daughter" relationship going on. In a way, they are already married, but if what Anna is saying it's true, then it looks like Peter is ready to make it official. If that's the case, then Karen is ready for it two. Besides, Karen Parker does have a nice ring to it.

The blonde looks back down at her intern and softly smiles, "You know what…I hope that's the case."

Anna smiles back and then looks down, "Must be nice to have a guy who would go to the ends of the Earth for you."

"I'm sure your Mr. Right will come along one day."

"*chuckles* Yeah, like there's ANY guy out there who would go for a woman who looks like she needs a car seat and a high chair…"

"Hey," Karen says as she stops in front of her intern and squats down to meet her face. "Don't go being such a Debbie Downer on me. You say all those things about yourself, but you know who I see? I see a wonderful young woman who is kind, caring, extremely intelligent and very hard working. Those traits would have ANY guy falling head over heels, doesn't matter what size. If they don't find you attractive, then maybe you're too good for them anyway. Find a guy who would love you for you and doesn't judge you on your looks, and there are guys like that out there. I'm dating one right now."

With that Anna smiles, "Thank you Ms. Starr."

The Kryptonian smiles, "Happy to help."

"Ms. Starr," Simon cuts in. "Miles Warren is waiting in your office."

"Tell him I'll be right there," Karen says to her secretary and looks back at Anna, "I have an interview I need to attend, I'll leave you to your work. Think about what I said okay? You're worth more than what you give yourself credit for. There's a reason why I hired you in the first place."

The intern smiles and nods, "I'll keep that in mind."

* * *

Karen opens the door to her office and is met with a man who looks to be older than her by at least twenty years. He has grey hair with a grey mustache with green eyes. He's wearing a simple brown suit with a black tie. The man is sitting at the Starrware CEO's desk looking at the many snow globes she has lying on top of it.

"Mr. Warren?" Karen asks. "Would you please put down the snow globe and get out of my chair."

Miles Warren looks up at the blonde, with an unamused look and puts down the globe, "Ah, Ms. Starr, better late than never I suppose."

"It's been pretty hectic around here, I apologize."

Warren gets up from Karen's chair and lets her sit, "Well, nevertheless, I guess we can get started. So, you and your company are all about saving the planet yes? Well, my research may actually be the solution to your cause."

"…I'm listening."

"Are you familiar with cloning Ms. Starr?"

"My boyfriend may have shown me a Sci fi movie or two on the subject."

"What have I told you that I was able to take what scientists were able to accomplish years ago and actually take it a step further?"

"And by that you mean…"

"Instead of cloning sheep, we can clone actual people."

"Mr. Warren, may I ask what's the purpose of all of this? Like how is this going to help the world?"

"Well Ms. Starr, I'll start by asking you this question. Have you ever experienced personal loss? Like you had a loved one who died and you wish you had the power to bring them back."

Karen looks down at her desk. That question really hit home. Warren smirks at this. Just seeing the look on the Starrware CEO's face confirms that he was correct on his assumption.

He continues, "According to my research, I may have found the solution to this problem." He pulls out some blueprints from his pocket and puts them on Karen's desk for her to see. "What I have here are blueprints for a cloning machine. This machine can produce the perfect clone using a strand of DNA from its original donor. This clone will have all of the donor's memories along with that clone being in perfect physical condition. Any illness the previous donor may have died from, the clone will not have it. With this machine we have the power to bring the people we've lost back from the dead."

"So what you're saying is, you want to play God. You know Dr. Warren, you are dangerously close to sounding psychologically unstable."

"Am I? What we have here is the ability to cheat death. We can grant people immortality through the power of science."

"You do realize that this is an engineering company. You're talking about genetic experimentation…experimentation that I don't think I'm comfortable with."

Dr. Warren sighs, "I figured someone as young and naïve as you wouldn't understand."

Karen gets up from her seat and glares at the Dr. Warren, "No, I understand perfectly. Your idea of bringing someone back from the dead through cloning would be a perversion of that person's memory. That clone may look like that person, but in actuality it's not, and to answer your question from earlier Dr. Warren, yes, I have dealt with personal loss, and there were times when I wish I had the power to bring those people back from the dead. But I know that if I were to try and do that, they would be VERY disappointed with what I did. You know, my boyfriend warned me about people like you Dr. Warren. Men who think they have the ability to do almost anything, but not once do they think of the consequences for their actions or inactions. All that power with NONE of the responsibility."

Dr. Warren sneers, "Hmph, well then your boyfriend is also a naïve fool."

Karen glares at him, doing everything in her power not to punch a hole through his chest for bad mouthing her Peter, "…This conversation is over Dr. Warren. You can see yourself out."

Dr. Warren gets up from his chair and glares back at the blonde, "You're gonna regret turning me down. I knew I should have pitched my idea elsewhere."

Karen leans over her desk, grits her teeth and says in a cold tone, "Get out, or I will throw you out." With that, Dr. Warren leaves the room with a scowl on his face.

* * *

 **JSA Brownstone, Manhattan NY**

Having been done with his teaching job for the day, Peter decided to visit the Brownstone to get an update from Doctor Mid-Nite and Mr. Terrific on his condition, maybe even help contribute into finding a cure.

"Ah, Peter, there you are," Doctor Mid-Nite says as he approaches the spider hero. He's wearing a simple lab coat with dark dress pants and dress shoes.

"Ehhh, what's up Doc?" Peter waves at his fellow JSA member.

Doctor Mid-Nite shakes his head and chuckles, "If I had a dime for every time you and Karen say that to me."

"Yeah well, that's what happens when we spend every Saturday morning watching Looney Tunes cartoons and eating cereal." Peter's face then falls. "God, I'm gonna miss those days."

Doctor Mid-Nite's face also falls and he puts a hand on his friend's shoulders, "We're going to cure you. I'm not giving up on you, especially for Karen's sake."

Peter begins to smile again, "I know, like I said before, I have faith in you."

Once the two made it to the medical lab, Doctor Mid-Nite begins to give Peter more details on his illness.

"So, I looked more into your blood sample and I noticed something that was…odd…about your condition."

Peter raises an eyebrow, "What, did you look into a microscope and saw my blood cells singing showtunes or something? If so, then it's probably my brain cells you took by mistake."

Doctor Mid-Nite raises an eyebrow at the wall crawler's weird assumption, "Um…no. When I took a closer look at your blood, I noticed that, while there is celluar degeneration involved, it's not exactly cancer or anything traditional."

"So…if it's not cancerous…that means there's a chance it might be curable right?"

"It's a possibility. The only problem is that I've been trying to find the source of your illness and I keep coming up short. Peter, this is unlike anything I've ever seen before. I think when it comes to finding a cure, the technology we have here just isn't going to cut it."

Peter begins to think for a moment until an idea pops into his head, "So what you're saying is that we need tech that's…I don't know…alien perhaps?"

Now it was Doctor Mid-Nite's turn to think, "Perhaps…"

"Great, then I know just the guy to call." Peter pulls out his cell phone, goes to his list of contacts and selects the name "Clark." The spider hero puts the phone in his ear and hears a dial tone until… "Hey Clark, I know you already helped me out a couple nights ago with the whole situation involving Felicia, but I kinda have another personal favor to ask. If you got time, can I meet you at the Fortress of Solitude?"

 ** _That's right folks, we got Miles Warren in the house. Now here's the thing. This version of the character is going to be slightly different from how you knew him in the comics. As of right now, he and Peter have never met nor does he have that sick fixation for Gwen Stacy. Instead, he's going to be more of an antagonist for Power Girl than for Spidey and he will be causing some trouble for both of our heroes in the future. I apologize for not having anything action packed this chapter, but I will rectify that in the next one._**

 ** _Be sure to leave a comment with your thoughts on the story so far, or if you have some crazy "Jackal" speculations you want to share, feel free._**

 ** _Also, be on the look out for a brand new story I've written called "Birth of the Cool". It's a Static Shock fic, that is in continuity with "Hope and Responsibility", and focuses more on Static and Bombshell._**

 ** _Until Next time..._**


	17. Chapter 17

_**Sorry for the long wait, the last few weeks had been pretty rough for me as I had personal problems I needed to deal with, and it was effecting my motivation to write. I had this in the back-burner for a while now, and I just HAD to finish it. Anyway, I'm back now and Peter's quest to find a cure for his illness continues...**_

Chapter 17

 **Fortress of Solitude**

Peter, clad in nothing but his boxer shorts, is laying down on the Fortress' observation table while Kelex, Superman's helper bot, scans him in an attempt to find the source of his illness. When Doctor Mid-Nite told the spider hero that looking for a cure requires technology unlike anything anyone has seen before, Peter figured maybe he can get some help from the only person he knows having all the necessary tools. The fact that his condition isn't exactly cancerous gives him a little bit of hope, hope that he and the rest of his science bros. will be able to find a cure. Maybe some "out of this world" tech is the key to that. After all, it was alien tech that brought the very person who is helping him right now back from the dead.

"What's the verdict Kelex?" Superman asks his helper bot.

"Strange," Kelex begins to say. "Whatever is causing Mr. Parker's illness, one thing is certain, it is not cancer."

"Yeah, that much I already figured out," says Peter.

"As for the source of this illness, finding it is going to take some time. This disease is unlike anything I have ever seen."

Superman looks over at his friend with a sad look on his face, "I'm sorry Peter, you may have to come back in another week or two for the results. In the meantime, Kelex and I will work day in and day out for a cure."

Peter nods, "I appreciate it Clark."

"So, how's Karen taking it?"

The spider hero sighs, "I haven't told her about this."

The Man of Steel gives Peter a look that is the equivalent of a dad being disappointed in his son, "You know she's not gonna be very happy with you when she finds out that you're keeping this from her."

Peter sighs, "I know, we even pinky swore that there weren't going to be any more secrets. But you've seen how happy she is whenever we're together. I drop something like this on her, all of that happiness would vanish faster than the entire Flash family, and I do NOT want the last several months of my life be of her constantly worrying about me or depressed. It would be like that time when she had no idea who she was or where she came from, or that time when she reunited with her Superman and Lois Lane only to lose them days later. Never in my life have I seen her so broken, and I do NOT want to have her go through that again. I mean, if you were in the same predicament as me, would you have told Lois right away?"

"…Actually I would. Lois may not be bulletproof, but she's still a strong woman. She's well aware of the consequences that come from who I am and what I do. She may not like the news at first, but give her time and she'll be willing to accept it. Besides, she's dealt with me dying before and that happened when she least expected it, and to be honest, that's way worse than just simply knowing in advance when I'm going to die. With Karen, it's the same thing. She's also a very strong woman that tries her best not to let her emotions get the best of her. Like you said, she's dealt with hard times before, and I see bounce back every time. What you're dealing with right now shouldn't be any different. If anything, you not telling her about all of this would just make it harder for her to accept your fate."

Peter doesn't say anything and he just looks down in defeat.

"Look, just think about it okay? Karen knows how much you love her, which means she expects you to be honest. You're only hurting her more by not telling her."

* * *

 **Manhattan, NY**

Later in the evening Spider Man and Power Girl, having both finished their respective day-jobs, are now doing their nightly patrol. The two heroes are sitting together on a rooftop enjoying the sunset while looking/listening in for any crimes to bust. Spider Man peacefully watches the horizon until his girlfriend begins to speak.

"Okay, what's bothering you?"

The spider hero looks over at the blonde, "What do you mean?"

The Kryptonian gives him a stern look, "You're doing that thing you do when something's on your mind: you're not being your usual chatty self. It's just like that time when we were on Vartox's ship."

Spider Man sighs, _"Having a girl who knows you inside and out can be both a blessing and a curse."_ He starts to speak. "You and I have been together for three years, right?"

Power Girl slowly nods.

"And we've been friends way longer than that. It has me thinking, you and I have been through a lot together."

The blonde heroine shrugs, "We've had our ups and downs, but we've been thick as thieves throughout."

"Well…I've been thinking. Our line of work can be pretty hectic sometimes…maybe even a little dangerous."

Power Girl chuckles, "You're just now coming to that conclusion? What, did you think the baddies we fight just want to give us hugs and sing "kumbayas"?"

Spider Man smirks under his mask, "You mean that bear hug I got from the Rhino last week wasn't a display of affection?"

Power Girl starts to laugh eliciting a laugh from her boyfriend as well.

Once the laughter died down, the spider hero continues, "But seriously though, I've always known that our lives will be in jeopardy whenever we put on the tights, and we've had a lot of close calls too. Like just last year when Black Adam went nuts."

"You mean World War III? Yeah, that was pretty intense."

"When we and every other superhero under the sun were sent halfway across the globe to stop him, I was actually legitimately terrified. I mean, the dude leveled an entire foreign country. Clearly he meant business this time around, and when Billy asked you and Alan to hold him down so he could work his "Shazam" magic, part of me didn't want you to go. I mean, what if Billy's plan had backfired somehow, and it did nothing but piss Adam off even further? I…I probably would have lost you…"

"Is that why you've been acting so strange lately?" Power Girl asks in a soft tone.

 _"Well…that's part of it,"_ Spider Man answers in his head but says out loud, "I just can't help but shake the feeling that, one of these days, our days as superheroes could be numbered. So I figured that until that day comes, I want to make sure every moment I spend with you means something."

The Kryptonian stares at her boyfriend for a moment and then looks out into the distance. There was some silence until… "Where is all this coming from…really?"

Spider Man looks over at his girlfriend, "W…what do you mean?"

"What I mean is, you normally don't let something like this bother you for an entire year. Usually it's five or six months at max. Clearly there's more to what you're saying right now." She looks back at Spider Man with a look of concern, "You know you can be open with me right? We did pinky swear on it after all."

Spider Man opens his mouth but words aren't coming out.

Power Girl was about to press on with the situation until she heard a man shouting angrily in the distance. Something along the lines of, "Stop those thieves."

Spider Man notices his girlfriend picking something up with her super hearing and he mentally breathes a sigh of relief.

Power Girl looks back at the wall crawler, "Let's deal with whatever's going on over there and then we'll finish this discussion." She slides off the roof and begins to fly towards the crime in progress.

Spider Man gets up from where he was sitting, "*sigh* The one time I'm actually thankful there's trouble. Doesn't happen very often." He fires a web line and swings in Power Girl's direction.

The two heroes arrive at a jewelry store where they find a soaking wet man in his fifties with his pants down, showing his Mickey Mouse boxers, and what looks to be cream on his face. In his hands are two pies that looked like they have been shoved in somebody's face.

Spider Man and Power Girl both look at the man, and then at each other as they try to hold back their laughter.

"What's…*snicker*…what's the…*snicker*…hold on a minute," Power Girl says while trying to keep a straight face.

The clerk rolls his eyes, "Yeah, yeah, laugh it up. These two bimbos came in here with some super soakers, sprayed me in the face with them, then one of them shoved these pies in my face while the other pulled my pants down. After that, they took some of my jewels and took off on some kind of…rocket."

Spider Man's face falls when he hears the last part, "Wait, did you say there were two women who rode on a rocket?"

"Yes," the man says. "One of the women was even dressed like she was Amelia Earheart."

With that the spider hero face palms and groans, "Oh no, not her."

* * *

"YAHOOO," shouts a red haired woman in her mid-twenties, dressed in pilot attire.

Sitting behind her was a girl, who looks to be in her late teens, in a white and pink jumpsuit complete with a matching helmet and a yellow visor.

Spider Man and Power Girl were able to catch up with these two women and immediately recognizes them. Spider Man knows the redhead in the pilot getup as Roxanne Sutton, aka Roxy Rocket. The wall crawler had encountered the movie stuntwoman turned criminal once before. He was having his usual nightly patrol and just happened to have seen her fly by, having just robbed a bank not too long ago. This lead to a chase between the two of them which ended with Roxy's rocket malfunctioning on her. If Spider Man hadn't gotten her out of there in time, she would have taken a plunge right into the Hudson River. As for the younger girl accompanying Roxy, Power Girl knows her as the internet streaming criminal known as Screwball. While the Kryptonian has never encountered her in the past, she is very familiar with her work. Whenever she's in her office in Starrware during her lunchbreaks, she would browse the internet and come across this website that livestreams crimes committed by the young girl. Thankfully all of the crimes are just harmless pranks, and Power Girl would even get a laugh at some of them. Unfortunately, the blonde heroine is well aware that if she ever gets to meet the kid face to face, she has no choice but to bring her in. While Screwball's shenanigans are entertaining, at the end of the day she's still a criminal.

As the two women are flying through the city, out of nowhere, Spider Man lands on the tip of the rocket and is perched in front of them, "Alright Rocketeer, you know the drill, pull over. We REALLY don't want a repeat of last time."

Roxy sees the wall crawler and her face lights up like a teenage girl who's high school crush is speaking to her for the first time, "Spidey, it's been a while. Did ya miss me?" She runs a finger through his chest, forming a small circle.

"Not remotely," Spider Man deadpans.

Roxy coos, "Aw, don't be like that. You and I had so much fun last time we met."

"Well, if you call almost going for a permanent swim in the Hudson River fun…"

The former stuntwoman shrugs, "Hey, don't knock until you try it I always say. Besides…" She then leans into Spider Man's ear. "I bet you don't mind me getting wet in more ways in one, don't you?"

It's important to note that Roxy is very smitten with the spider hero. Ever since her high school days when she saw images of his fight with the Vulture in one of the first newspaper articles the Daily Bugle ever wrote about him _**(A/N)**_ , she was fascinated by his ability to perform death defying feats that would be impossible for any human being. When she finally got to meet him as an adult, she was star-struck. The former stuntwoman sees Spider Man as a kindred spirit since it seems, like her, he isn't afraid to take risks and put himself in harm's way. Unfortunately, the wall crawler doesn't share these sentiments since, in his own words, she's nuts.

Power Girl, having heard enough of Roxy's flirtatious banter, decides to cut in, "Unless you want a busted rocket AND schnoz, I suggest you land this instant."

Screwball looks over at Power Girl, "Oh. My. God. Power Girl's here too? This is awesome. With her being here, that means I'll get a boost in views from the male demographic."

The blonde heroine sighs and rolls her eyes, "Yeah, I bet you will. Look kid, while I'll shamefully admit that I'm a fan of your work, what you are doing is in fact illegal. Therefore, I have no choice but to shut down your stream. Nothing personal, it's just how it is."

Screwball turns to Roxy, "Drop me off on one of these rooftops. We can split up and give each of them a good chase. This would make great content for the stream."

"You got it kid," says Roxy as she lowers her rocket near a rooftop.

Screwball leaps out of the rocket, does a summersault and starts running.

Spider Man looks over at Power Girl, "I got MTV-Girl, you can have Ms. Evel Knievel…Try not to rip her head off."

"...Not making any promises," Power Girl says as she sees her boyfriend leap off the rocket and swings after the criminal prankster.

Roxy sees him off and pouts in disappointment.

* * *

As Spider Man is chasing after Screwball on the rooftops, he couldn't help but be impressed by her acrobatic skills. For someone who doesn't have any superpowers (at least from what he sees) the young prankster is really giving Spider Man a run for his money. As the two jump from one roof to the next, the wall crawler's spider sense starts buzzing while he was in midair. He then sees Screwball reach into her bag and throw a bunch of marbles on the ground behind her. Spider Man had little time to react and he lands on the marbles and begins to slip, falling flat on his back.

"Marbles? Seriously?" he says to himself as he looks up at the sky for a brief moment. He sits up and sees Screwball with a Super Soaker. The young prankster proceeds to spray him with water.

"Hey, cut it out," Spider Man says as he's getting soaked. Screwball stops and smiles at her accomplishment.

She then looks at her phone, "Whoa, I just got a ton of views from all of that."

"Wait," Spider Man spoke up. "You were filming all of this?"

Screwball looks at the wall crawler, "Well duh, I have to get as much footage for the stream as I can, and whenever I have capes like you on camera, I get an increase in hits. I think my work here is done. It was an honor facing you Spider Man." She gives him a salute and begins to run away from him…only to trip and fall on her stomach. She turns herself over and sees that her legs were webbed up.

"Yeah, here's the thing kid," Spider Man says as he approaches the young prankster. "You're not the only one with a few tricks up your sleeve."

* * *

"You might as well give up Sutton," Power Girl warns as she chases Roxy through the New York skies. "That rocket of yours may be fast, but I doubt it's faster than a speeding bullet."

"So, how long have you been pining for Spidey?" Roxy asks, changing the subject.

The Kryptonian raises an eyebrow, "…Excuse me?"

The redhead looks over at the blonde with a sly smirk, "Come on honey, I know a look of jealousy when I see it. It's obvious you have the hots for him too. Can't say I blame you for it, I'm sure he has that kind of effect with all the girls."

Power Girl looks into the distance and smirks, "The Huntress would like to have a word with you."

Roxy shrugs, "Look, all I'm saying is, you can flash those tits of yours at him as much as you want, I doubt he will give you the time of day."

The blonde heroine looks back at the former stuntwoman in curiosity, "Yeah? And why's that?"

"Because I don't really see him being into girls with big boobs."

Power Girl grins to herself, _"She'd be surprised."_

"He seems like the type that's more into girls who just have a bit of an edge. Someone who isn't afraid to take a walk on the wild side."

"Someone like you I'm assuming?"

"Well, who else am I describing?"

Power Girl rolls her eyes, "Oh yeah, because you were doing a real good job at wooing him earlier."

Roxy scowls at the heroine then looks in the distance, "He's just playing hard to get, that's all. Give it time and soon he'll be webbing me up while I ride on HIS rocket."

Now it was Power Girl's turn to scowl. She has finally heard enough. She moves in front of the former stuntwoman's rocket and she punches through the nose of the rocket, causing the exhaust to lose power. If it wasn't for Power Girl's arm still being in the nose, the rocket would have plummeted to the ground. The Kryptonian sets the rocket down on a nearby rooftop and she throws Roxy out of it. She then proceeds to throw the rocket into the air and, once it was over the ocean and away from the civilians below, fires her heat vision at it, causing it to explode.

Roxy looks on in shock at what Power Girl just did, "WHAT THE HELL? DO YOU KNOW HOW MUCH THAT CO…" She stops talking when the blonde heroine lifts her up by her shirt and gives her a glare that would make Batman cower in fear. "…Please don't bust my schnoz…"

* * *

Moments later, Spider Man shows up with Screwball in tow. "So, did Roxy give you any trouble?" asks the wall crawler.

Power Girl looks over at the former stuntwoman, who she has by the arm, "Nothing I couldn't handle, but she was REALLY pushing it."

Spider Man chuckles, but then suddenly his spider sense started to tingle so hard that he winced in pain a little. He looks over in the direction where the tingle was coming from and sees a pale man in Victorian attire watching him in the distance with a sadistic smile on his face.

 _"Who the hell…"_ the spider hero asks himself.

"Spidey?" Power Girl speaks up.

Spider Man's train of thought was cut off and he looks back at his girlfriend who had a look of concern.

"Is everything okay?"

Spider Man looks back to where he saw the mysterious figure…and he was gone. As he looks on in suspicion, he says, "Well, to quote a song from the 80s, I get the feeling that I'm being watched."

"What song is that?" asks Screwball.

Spider Man, Power Girl and even Roxy roll their eyes at the young prankster's question. "…What?"

* * *

After handing the two criminals to the authorities Power Girl looks over at her boyfriend, "Okay, hopefully there will be no more interruptions. You gonna tell me what's been bothering you or not?"

That anxiety the spider hero was feeling earlier was starting to return, "Uh, what do mean honey?"

"Talking about how every moment with us together could be our last, being even more romantic towards me than usual…quoting Michael Jackson…ever since you got back from whatever meeting you had with Doctor Mid-Nite a few weeks ago, you've been on edge. What is it that you're not telling me? And don't even think about lying to me either. I never thought I had to use my super hearing to hear your heartbeat and see if you're being honest, but by the way you're acting I'm starting to consider it."

Spider Man was at a loss for words until...his cell phone started vibrating. The spider hero takes out his phone and sees that it's Doctor Mid-Nite calling.

He immediately answers it, "Yep, I'm here, talk to me."

"Dammit," Power Girl mutters. "Can't this wait until later Doc?"

"I'm sorry Power Girl, but this is very important," Doctor Mid-Nite responds over the phone. "Peter, I'm going to need you to come to the lab."

"I'm on my way," says Spider Man and he hangs up. He looks over at his girlfriend with a look of guilt underneath his mask.

Power Girl looks blankly back at him.

"...I'm sorry honey. We'll talk later," he says in a sad tone and he swings over to the JSA Brownstone.

Power Girl watches her boyfriend swing away and sighs, "…Yeah…later."

* * *

 **JSA Brownstone, Manhattan, NY**

"Whew, thanks for the save Doc. Karen had me cornered back there," an unmasked Spider Man says as he enters the lab. "You find anything…helpful?"

He stops in his tracks to see the Question looking over some medical records while Doctor Mid-Nite and Mr. Terrific look at the spider hero with apologetic looks on their faces.

"Sorry Peter," says Mr. Terrific. "She wouldn't stop snooping around."

"It's alright Mr. T," Peter says, giving a reassuring gesture. He walks over to the faceless private eye. "Renee, what are you doing here? I thought you went back to Gotham."

The Question shrugs, "Got nothing better to do over there. Everyone's too busy fighting over who gets to wear Batman's cowl. So I figured I'd stick around and try to help you find the guy who framed your ex…as well as find the mystery crook who shot you weeks prior, and then I found this."

Peter sighs, "I can explain…"

"No need, Doc Mid-Nite and Terrific told me everything."

Peter looks at the two in disbelief, "What the hell guys?"

"She forced it out of us," says Doctor Mid-Nite.

The spider hero sighs and pinches the bridge of his nose.

The Question chuckles, "You forget, I used to be a cop." She looks back at the medical records. "So…this is legit then. You really are dying."

Peter sighs again and nods.

"And you only have three months to live?"

Peter nods again.

"Damn…I'm almost afraid to ask but, how's Power Girl taking it?"

The spider hero doesn't say anything.

"Let me guess, you haven't told her yet."

Peter takes a deep breath, "Where would I start?"

The faceless private eye walks over to the wall crawler and puts her hand on his shoulder, "You can start by being open with her. Pushing her away will only make things worse. Sooner or later you're gonna end up losing her."

Peter smirks, "Experience?"

The Question smiles under her mask, "You've met Batwoman right? She'll tell you all about it." Her face falls back to being serious. "I think I may have the solution to your dilemma."

Peter raises an eyebrow, "I'm listening."

"What if I told you I know a place near the Himalayas that is great for healing. Of course these healing methods are more mystical rather than scientific. I know that's not really your thing, but…anything's worth a shot right?"

Peter begins to think about what the faceless woman just told him. He looks back up to her, "Eh, nothing I haven't dealt with before. What kind of mystical place are we talking about?"

 ** _Looks like Karen is starting to get suspicious of Peter's current behavior. Will she find out the truth? And who is this mysterious figure who keeps stalking our favorite web slinger? These answers and more in the coming chapters._**

 ** _Last chapter I asked some people what kind of role the Jackal will play in the near future and all of you came up with some interesting theories. Though I do have to clarify one thing though, a lot of you theorized that the Spidey you are reading right now is a clone. I'm gonna debunk that right away. The Peter Parker that you are reading right now is, in fact, the real deal. Like I said earlier, as of right now, Warren and Peter have never met, therefore it would be impossible for him to acquire his DNA this early in the game._**

 ** _As for the "mysterious figure", as you can see, I haven't forgotten about him. It's still gonna be a while before he officially meets Spidey face to face...and it's gonna be when you least expect it._**

 ** _Be sure to leave a comment with your thoughts on the story so far._**

 ** _Until next time..._**

 ** _(A/N): A small nod to Amazing Spider Man #2_**


	18. Chapter 18

_**This chapter is going to be very short. Basically it's going to be a brief info dump on the whole "Spider Totem" thing, that way Peter will get a small taste as to what, and who, he will be dealing with in the future.**_

 _ **Also in this chapter, the inevitable happens...and it won't be pretty...**_

Chapter 18

 **The Himalayas**

After hours of walking though the Himalayan mountains, Peter, wearing a red winter coat, brown pants and black winter boots, and sees a large, Tibetan city right in front of him.

He looks on in wonder, "Did…did we just discover the Shangri-La?"

Renee Montoya approaches from behind him and chuckles, "This is Nanda Parbat. It's a hidden city of healing and enlightenment. I came here around a year ago and…let's just say I'm a completely different woman now than I was back then."

The wall crawler raises an eyebrow, "What kind of healing are we talking about?"

"Depends, it can be anything mental, physical, or both. There's this ancient goddess that the people worship here. She might be able to help you find the source of your spider-cancer."

"Okay, I gotta ask, why ARE you helping me?"

Renee stares at Peter for a moment, looks down and sighs, "You really helped me and the Birds out in Gotham that one time. Between this is trying to clear your ex's name, I feel like I owe you. Besides, anyone who can drive Helena up the wall is okay in my book…It reminds me of someone else I used to know."

Peter knew exactly who she was talking about. He looks back at the city ahead of them, "You know…when Karen was having her identity crisis, Vic was one of the first guys I turned to for help. He was a great guy, very fun to be around. I was shocked when I found out what happened to him. I mean, he never even told me he had lung cancer. He must have been a really good friend to you if you were willing to take up his Question mantle. I'm very sorry."

"Yeah, well, I've learned not to dwell too much into the past and look into the future. Come on, let's head on inside. I'm freezing my ass off out here."

Peter chuckles and follows the private eye. He looks over at her, "Say, are there any chances we'll see any monks in there?"

"Of course."

"…Will they teach me some Kung Fu?"

"One step at a time."

* * *

 **Peter and Karen's apartment, Brooklyn, NY**

Since Peter went off to lord knows where, Karen was now at home alone…or…at least it's just her and Stinky. The furry demon is sound asleep in the living room which gave the blonde heroine a chance to put on her sleep attire, lay down on her bed and try to piece together her boyfriend's rather odd behavior. For the past few weeks, Peter has been acting very strange lately. Every time the two of them leave the house to attend their respective jobs, he would always give Karen these heartfelt goodbyes. Whenever they come home and have some downtime, Peter would be even more lovey dovey than usual, like that one time when they were watching the original Alien and Peter was just giving Karen longing gazes, barely even paying attention to the movie. Granted it's nice that he's giving her the extra attention, but then there was the conversation they had the other night, where Peter was talking about the possibility of one of them dying and how he wanted to make sure every moment with her counts in case something happens. Karen feels like this was a conversation they should've had when they started dating, NOT three years into the relationship. What could possibly happen to Peter that would make him just now have these thoughts? Karen begins to think back to when exactly Peter started to act so weird. Then it dawned on her. It started right after he came home from talking to Doctor Mid-Nite, who called them in the middle of the night asking for the spider hero (Karen is still rather bitter about that). Come to think of it, Peter has been hanging around with Doctor Mid-Nite in the lab a lot lately, and he never told her exactly what they were working on. Her boyfriend would always brush it off by saying, _"It's just some crazy experiments you wouldn't be interesting in. It's nothing really."_ Now Karen may not be in the know to half of what is going on in her own company, but she does have SOME scientific knowledge, and Peter knows that. The wall crawler underestimating her intelligence isn't exactly like him, especially since she remembers helping him make a few modifications to his spider tracers.

With that, Karen makes a decision, _"I think it's time I see what you and the Doc have been working on honey."_ She gets up from her bed to suit up and fly to the JSA Brownstone.

* * *

After meeting with some monks, Peter was told to come to this monastery. Clad in nothing but his pants, the spider hero sits Indian style on the floor in a meditative state. After a few seconds of awkward silence, there was a huge gust of wind and candles that were all over the room begin to light up.

Suddenly, a feminine voice echoes throughout the room, _**"So, you must be Peter Parker."**_

This startles the wall crawler and he opens his eyes. He is met with an astral projection of looks to be the face of a female. Peter begins to speak, "Uh, yeah, that's me, and you must be Rama Kushna."

 _ **"Yes, it is I, Rama Kushna, the one who watches over Nanda Parbat and is knower of all things."**_

"So then you know why I'm here."

 _ **"Indeed. The very thing that was bestowed upon you by the spider that bit you is also killing you. As long as I have existed, this is nothing new."**_

"What do you mean?"

 _ **"Ever since the dawn of time, there lived certain individuals who are just like you. People who were granted special powers based on various animals. These people go by many names, but they are most often referred to as "totems"."**_

"So what you're saying is, I wasn't the only person who had spider powers."

 _ **"I'm sure you are familiar with the one called Vixen. She possesses a powerful relic known as the Tantu Totem, that grants her the ability to wield the powers of every animal in Africa. For years men and women have made attempts to replicate that sort of power, some have succeeded, others had the power given to them by chance. You should know since, not only you are one of them, but you have encounter a few who share your similarities."**_

Peter couldn't help but chuckle at all of this information being given to him, "All due respect, but I got my powers from an irradiated spider. No mystical mojo required."

 _ **"So you say, but you must ask yourself, was it the radiation that gave you your powers or the spider itself? Which do you think came first, the chicken or the egg?"**_

Peter opens his mouth to say something, and nothing came out. The "all-knowing goddess" of Nanda Parbat brought up a very good question in his eyes.

The Goddess continues, _**"This** **illness you have, from what I can gather, is not just from the radiation. Something else is also causing this, but even I'm not quite sure what it is."**_

 _"Hmph, some all-knowing entity you are,"_ Peter thought.

 _ **"You dare mock me?"**_ Rama Kushna asks in an offended tone.

"You heard that?" Peter asks in a surprised tone.

 _ **"You underestimate my power."**_

"Okay, "Anakin", is there ANYTHING you can do to help me?"

 _ **"It will take me some time to track down the source. Hopefully I will be able to find it before your inevitable demise."**_

The spider hero sighs, "Alright, I'll take that chance. You do what you gotta do."

* * *

 **JSA Browntone, Manhattan, NY**

"You know, I can't help but be weirded out by what that spirit lady just told me," Peter says as he and Renee walk back to the lab with Doctor Mid-Nite and Mr. Terrific in tow.

"What, that your powers may have been handed to you by some spider god?" asks the private eye.

The spider hero nods, "All my life I was convinced that they were given to me by means of science, but if this disease I have is far beyond scientific, then I can't help but feel that she may have a point. I don't know, this just seems so unreal, and I've had crazy adventures with Dr. Fate and Zatanna."

"So what are you gonna do now?"

"Well, I guess my visits to Nanda Parbat are gonna be a lot more frequent than I thought. But you know what, as weird as this may sound, I'm actually starting to feel more hopeful after our little trip, like I'm one step closer to being rid of…" Peter trails off as soon as he, Doctor Mid-Nite and Mister Terrific walk into the lab and stop in their tracks. All three men with looks of shock.

Renee also walks in, "What's wro…Oh shit."

The three people see Power Girl standing in front of them, looking at a computer.

"So, this is what you and the Doc have been working on huh?" she finally says. She then looks over at her boyfriend. "This looks pretty insane."

Peter gulps, "Uh, hey honey. Look this…this isn't what it looks like."

Power Girl looks back at the computer terminal, "Really? Because what it looks like are someone's medical records on this computer, and judging by all the blood samples I came across, I take it whoever this person is must be really sick."

Peter was starting to find the floor very interesting, "Okay, that's…exactly what it looks like." He looks back up at his girlfriend. "Look, I can explain…and this may be a bit of a shock to you."

"Try me," Power Girl says as she faces her boyfriend and crosses her arms.

The spider hero sighs, "Okay, so those medical records and the blood samples you see…They're mine. I'm the one who's sick."

Power Girl now has a look of shock and she looks over at Doctor Mid-Nite, Mister Terrific and Renee with a look that says, _"And you all knew about this?"_

To which Mister Terrific responds with, "We're very sorry."

Peter continues, "And it gets worse, you know how I got my spider power right? Well…the radiation that gave them to me…it's also killing me, and if I don't find a cure in the next three months then…well…yeah."

The blonde starts to lean back on the computer terminal, trying to process all this information given to her.

"B…But I think I found the solution. I just went to Nanda Parbat and learned that it may not just be the radiation that's killing me. Something else may be causing it, and all we have to do is find the source of the problem and…"

"Okay stop," Power Girl interrupts and then slowly begins to ask, "When…were you planning on telling me this?"

Peter opens his mouth, "I…I…"

Power Girl slightly nods and mouths, "Okay." With that she walks out of the lab.

The spider hero follows his girlfriend through the hallway, "And this is why I didn't want to tell you. Because I knew you would act like this."

"Oh, and you think NOT telling me wouldn't make things even worse?" The Kryptonian snaps as she stops walking and turns back around.

"Well I didn't wanna worry you."

"Yeah, that much I already figured out, but guess what, the fact that you're dying isn't the only reason I'm upset Peter. You and I made a promise that there weren't going to be anymore secrets. Not only did you break that promise, but you LIED TO ME, and…and what would've happened if you didn't find a cure in time, huh? What, were you gonna drop all of this on me on your deathbed? Look, I appreciate your concern, but there's a reason why you and I are in this relationship. You still could have come to me. I would have helped you, but instead you keep pushing me away, betraying my trust…hurting me. How could you?"

The two heroes continue to stare at each other for several seconds until Power Girl started to get a call from her communicator.

She puts her finger in her ear while she is staring down Peter, "Talk to me…Sure, I'm on my way." She removes her finger from her ear. "I'm needed at the Hall of Justice. You go on ahead and find your cure." She turns around and heads for the door.

"Karen, Karen wait," Peter says in a pleading tone as he walks after his girlfriend.

Once the blonde reaches the door, she stops in her tracks with her hand on the door knob. While she is staring at the door she asks, "Did you at least tell Aunt May about this?"

Judging by the silence, she already knew the answer.

She looks over her shoulder and Peter could see the tears starting to build up in her blue eyes. "Well then you damn well better tell her before I get back, or I will. If you're not going to be faithful to me then at least be faithful to her. You owe her that much." Power Girl finally opens the door and walks out, leaving her boyfriend to lower his head in shame and guilt. As the heroine is flying to the Hall of Justice, the tears that have building up in her eyes for a quite some time now finally starts to fall.

 ** _Looks like Peter and Karen's relationship is starting to get very rocky. How does our web swinging hero handle this situation? What awaits Karen at the Hall of Justice and will she ever forgive Peter? Find out about all of this next chapter._**

 ** _I decided to cut this one a little short, since I wanted Peej's visit to the Hall of Justice to be a bit of a surprise. Don't worry I haven't forgotten about "Mr. Ominous Stalker Guy". There's a reason why I'm separating our two heroes for a bit (No, they didn't break up or anything. lol) but, to avoid spoilers I can't really reveal that yet. You guys just have to bear with me on this one._**

 ** _Man, when Karen found out...Feel free to give me your thoughts on that or what you think of the story so far._**

 ** _Until next time..._**


	19. Chapter 19

_**Here I am with yet another chapter. Sorry for the delay, I was dealing with some college work as well as writing chapters for two other stories simultaneously. One is the latest chapter of "Birth of the Cool" and the other is a brand new story that's NOT Spider Man related.**_

 _ **Okay, so this short three chapter story arc is actually going to take some inspiration from the Justice League: Crisis on Two Earths animated movie, where a Lex Luthor from another Earth shows up and warns the Justice League of the Crime Syndicate coming to their Earth to cause some trouble. However, instead of "Good Guy Lex" it's going to be...You know what, I'm gonna leave that as a surprise.**_

 _ **Last chapter: Karen finds out about Peter's illness. Distraught by the fact that the love of her life had broken his promise to her, she leaves for the Hall of Justice after getting a call from the Justice League.**_

Chapter 19

 **The Hall of Justice, Washington D.C.**

Power Girl lands on the steps of the Hall of Justice where Supergirl was there to greet her.

"Kara?" the older Kryptonian says with a confused look. "What are you doing here?"

"I was the one who told the Justice League to contact you," the younger Kryptonian answers. "We have someone here who needs our help specifically…Hey, have you been crying?"

Power Girl just wipes away her tears, "Let's just get this over with."

The two "Karas" walk to the entrance of the conference room and sees Superman standing there.

"I'm glad you can make it Karen," the Man of Steel greets.

"What's the situation Kal?"

"There's someone here who claims he "came from another Earth". He teleported right into our doorstep, says something about our Earth being in danger. After he told us everything that was going on where he's from, Kara said we should contact you."

"Where is our "guest" now?"

"He's just through that door. Where's Peter by the way?"

Power Girl looks down at the floor with a scowl, "He's back at JSA HQ. He's…busy at the moment, so I came alone."

Superman nods, then noticed how Power Girl's eyes were a little red, almost like she had been crying, _"She must have found out about Peter's illness. I should probably talk to her when this is all over. Although…"_

As the three Kryptonians enter the room, Power Girl's eyes widened at what she sees in front of her. Sitting at the conference table is none other than Spider Man. However, he looks drastically different from the one the three Kryptonians were used to. He is wearing a very high tech looking costume has some red on the shoulders, but from the torso down, it's all black. The spider emblem on the chest has its legs extended around the shoulders He has wrist devices and his gloves have what appears to be talons. Finally the red spider on the back seems to be protruding out of the costume for some reason, almost like it's some kind of device.

"I take it your reinforcement has finally arrived, now can we FINALLY get down to business? Time is of the…the…"

Upon seeing Power Girl, he immediately loses his train of thought. In fact, he isn't even staring at her face at the moment.

The older blonde quickly realized why he stopped talking and just rolls her eyes, "If you're done staring, you mind telling me who you are?"

The strange new Spider Man's train of thought returns, "What? OH…right. *ahem* As you know, I am not the Spider Man that you are familiar with. In fact, I am a completely different Spider Man, one from another Earth. I came here because your Earth may be in serious danger. I have enemies where I'm from, and they're trying to find their way here. I am here to warn you of their arrival, that way we can be prepared to combat them and stop them from wreaking havoc on your world."

* * *

 **Forest Hills, Queens, NY**

May, wearing a pink robe and slippers, walks downstairs after hearing the doorbell ring.

"Now who could this be at this hour?" she asks herself. She opens the door and finds Peter looking down at the ground with a somber look on his face. "Peter? What brings you here at this hour? What's wrong?"

Peter sighs, "Can I come in? There's…something I need to tell you…and…I might need you to sit down for this too."

Once the two get situated in the living room, Peter finally tells his aunt everything.

The elderly woman looks at her nephew in utter shock, "P…Peter, w…when were you planning on telling me this?"

The spider hero just lowers his head in shame.

May just puts her hand on her forehead, "Oh Peter, you promised me that you wouldn't keep stuff like this from me."

"Yeah, I guess keeping promises isn't one of my superpowers. I know you keep telling me that you're a strong woman but…I guess still don't know just HOW strong."

"What about Karen? Does she know about this?"

"Actually…she's the reason why I'm here. She found out about it, and forced me to come here and tell you. She left for the Hall of Justice. Justice League stuff. I doubt she'll ever speak to me again once she comes back. I…I screwed up Aunt May…bad. Not only did I break my promise to you, I broke my promise to her too…I really hurt her."

May puts her hand on top of her nephew's, "You made a huge mistake. Now you have to fix that mistake."

"The look on her face before she walked out the door. She looked…betrayed. I don't know if she'll ever trust me again."

"Well then you have to work REALLY hard to earn her trust back."

Peter nods in understanding, "I'm really sorry for keeping this from you. I just didn't wanna worry you."

The elderly woman sighs, "I know…You are just like your Uncle Ben, you worry TOO much. You always put the entire world on your shoulders."

The spider hero chuckles, "Yeah well, I can't help it, especially in my line of work."

The two share a hug soon after.

* * *

"Wait, wait, wait, you're from the Antimatter Universe?" Power Girl asks the strange new Spider Man.

"Correct, I'm sure you are already familiar with the Crime Syndicate," the alternate wall crawler answers. "On my Earth, they are my sworn enemies. My own Justice League and I have spent years figuring out ways to thwart whatever evil plans they have in store. Just recently, their leader Ultraman has gone missing and Owlman took the role of team leader in his absence. Ever since he took over, the Crime Syndicate have become even more dangerous than ever before. Two days ago, Owlman had discovered my latest invention. It's a device that lets me jump from one dimension to the next. It was how I was able to come here. He hired a sleeper agent to steal the blueprints. Now he is planning to replicate my invention so he and the Syndicate can try and wreak havoc among the multiverse…and I learned that your Earth is first on the list. At first I came here to warn you about their arrival. However…" He motions his hand to Supergirl, "This young lady right here tells me that the two of you know exactly where Ultraman is."

"Yeah, as a matter of fact we do," says Power Girl. "He's on Kandor."

Superman looks over at the blonde with wide eyes, "You mean…"

"No Kal, not THE Kandor, A Kandor. Apparently there are a lot of alien cities that go by that name nowadays. Kara wanted to go there to find the remains of Argo City. That place is being ruled by Saturn Queen, and she's using Ultraman as her personal attack dog. If we're gonna have any chance of bringing him back to where he came from, we need to take her out first."

"Then it's settled. Take me to this alien planet where this "Kandor" resides and I'll see what we can do about this "Saturn Queen". It is really important that we retrieve Ultraman. At least when he was leading, the Syndicate was never this big of a threat…Mainly because he was too much of an imbecile to come up with such schemes."

"Sure thing "Spidey"…Just one more question."

The alternate Spider Man begins to look confused under his mask, "Okay, what is it? I do not like to have my time wasted."

Power Girl's eyes narrow, "Just who are you…really?"

He now begins to look nervous, "I…I beg your pardon."

"You see "Peter", here's the thing, my Spider Man and I have been together for several years now. It's gotten to the point where I can just take one look in his eyes and just know that something's…off about him. I know you're from another universe but if Kara here isn't any indication, there's at least SOME things about our counterparts that make us similar. With you I don't see any similarities to MY Peter. So I'm gonna ask again, who. are you?"

After some silence, the alternate Spider Man sighs…then laughs maniacally.

Superman and Supergirl begin to look at him nervously.

"Well, I can see that the people of this Earth aren't COMPLETE buffoons," the alternate Spider Man says as his laughter dies down. "Very well, you want the truth? I'll give it to you. Since I'm not from this Earth, I guess I don't mind telling you three, but know this, I am your only hope to save your world, so if you want me to help, what I'm about to tell you DOESN'T leave this room." He then removes his mask. "Okay, while I am Peter Parker in body, in mind, I am actually none other than his arch nemesis: Dr. Otto Octavius."

"Otto Octavius?" Supergirl questions. "You mean Dr. Octopus?"

"Indeed," Otto confirms.

"How did you get a hold of your Peter's body?" asks Power Girl. Her anger beginning to rise.

"Simple, we switched bodies. My old body was decaying and I was at the end of my rope, so I decided to hatch one last evil plan against my enemy. Using one of my octobots, I was able to transfer my mind into Parker's while Parker's mind transferred into mine, that way he would be one whose body is decaying while I am all young and healthy. Of course, he tried REALLY hard to get this body back, even his subconscious was willing to put up a fight, but in the end I ended up victorious in both instances."

"You bastard," Power Girl says through gritted teeth and tries to walk towards Spider-Ock, only to be held back by Superman and Supergirl.

Spider-Ock laughs again, "Why be angry? At least your Parker still has his mind…Unless YOUR Dr. Octopus is coming up with the same exact plan…Is he?" _**(A/N)**_

Power Girl begins to calm down and Superman speaks up, "If you are who you say you are, why even bother to save both of our worlds? Why do you want to help us?"

Spider-Ock's face went from being smug to very serious again, "Because before my Parker died, he forced me to have a look at all of his memories, showed me why he does what he does and how important being Spider Man is to him."

Power Girl now gives a small smirk, "He gave you the "power and responsibility" lesson didn't he?"

"That is correct, he also made me promise to protect the people he cares about, and I intend to keep that promise, and at the same time I also made a vow to be a better Spider Man than Peter Parker ever was. A "Superior Spider Man". THAT is why I'm here."

The older blonde sighs, "Alright fine, we'll help you save both your world and ours, but you better not try anything behind our backs."

"Wouldn't dream of it. My days as an evil genius are over."

"So, I guess all that's left now is for us to go to Kandor and pick up Ultraman," says Supergirl.

"Count me in too," says Power Girl. "I've got a bone to pick with Saturn Queen."

"And like I said earlier, I will join you on your quest," Spider-Ock offers. "I have a weapon that should be able to neutralize Ultraman should we be forced to face him."

Power Girl begins to feel conflicted. After she and Peter had their little falling out, she was hoping this diversion would help her keep her mind off of things and give her some space, yet here she is being forced to fight alongside an alternate version of her boyfriend, even if it's not really him on the inside. However, if there's one thing HER Superman had taught her, is that she shouldn't let her personal feelings get in the way of doing what's right.

With that, she makes her decision, "Okay, you can come with us, but I've got my eye on you Ock."

"Then it's settled," Spider-Ock says as he gets up. "I will contact MY Justice League and tell them to come over here to assist the rest of you, should the Crime Syndicate decide to show themselves. I'll even have my personal spider bots and tactical units on standby, all of them equipped with weapons that will take down each and every member of the Syndicate."

 _"My God, he's worse than Batman,"_ Superman thought.

"I have a question," Supergirl cuts in. "Suppose we find Ultraman and bring him back here. What's stopping him and the Crime Syndicate from raising hell on our Earth anyway?"

"You don't have to worry about that…I have a trump card," Spider-Ock answers ominously. "I have something that is of great value to that muscle-headed idiot. He would have no choice BUT to fall back."

"I've got a ship in the Fortress of Solitude you all can use," says Superman.

"Splendid, then let's get to work. The die is cast," says Spider Ock.

"Who says that?" Power Girl asks as the four heroes walk out of the conference room.

* * *

 **Brooklyn NY**

After opening up to his aunt, Peter decided to call it a night and head back to his and Karen's apartment. He opens the door and meets Stan who is just about to exit the building.

"Oh, hello Peter," the man greets.

"Hey Stan," Peter greets back. "I'll get out of your way."

Stan notices the glum look on the younger man's face, "Why the long face?"

"What? Oh, uh, it's Karen. She and I are going through a bit of a rough patch. She went out to blow off some steam…I blew it big time Stan, I think this will be the last time we'll see each other since she's probably gonna kick me out when she comes back."

"Oh don't be so melodramatic. We all have our fights with our significant other. There are times when even my wife and I had some problems, but in the end we always find a way to patch things up. My wife can be very stubborn sometimes, but if she can find it in her heart to forgive me for my shortcomings, then so can Karen."

The spider hero smiles, "Thanks Stan."

Stan smiles back, "Just try not to pay anymore unexpected visits to my apartment and we'll call it even."

"*chuckles* Deal."

After saying "good night" to his neighbor, Peter finally makes it to his and Karen's apartment. He's greeted by Stinky who he gives a quick stroke on the chin.

He then picks up a phone and dials a number, "Hey Simon, Karen told me to call you and tell you that she had an errand to run, and she's probably going to be gone for a while, figured she'd give you a bit of a heads up…Ok, thanks."

He hangs up the phone walks to the bedroom. As he lies in bed, he stares at the ceiling recollecting everything that just happened, and tries to figure out how he can make things right with Karen. Eventually he closes his eyes and let's sleep take over.

 _ **(A/N): Don't worry folks, he's not.**_

 _ ***In Schwartzenegger's voice* Remember when I said that Superior Spider Man wasn't going to show up in this story? I lied.**_

 ** _So, ever since I first started this fic, I always wanted to play with the whole multiverse idea and have small story arcs where other characters from the Spider Verse show up in this fic, ranging from Spider Man 2099, Spider Gwen and, as you can see right now, The Superior Spider Man. You can thank one of your fellow readers for actually giving me this idea (I completely forgot who you are so I apologize.). Anyway, I had this idea in my head of having Spider Ock be in the universe where the Crime Syndicate exists, taking the place of the "Good Guy Lex Luthor" you guys saw in that Justice League animated movie, and I wanted to have a story where he shows up and teams up with this Earth's heroes against his archenemies._**

 ** _Now don't worry, I haven't forgotten about Peter's illness and "You Know Who". There will be moments when we will see how OUR Peter is doing while Karen is off-world for a bit and giving herself some space. Like I said, there's a reason why I'm doing this, but I can't reveal it yet._**

 ** _Be sure to leave a comment with your thoughts on the story so far._**

 ** _Next time: Power Girl, Supergirl and Spider-Ock go to "Kandor"._**


	20. Chapter 20

**_After a month's hiatus, I'm finally back. I had to study for finals and I had to take a small break, which is why it took me so long to update on any of my stories. But, I'm back now and in this chapter, Power Girl, Supergirl and the Superior Spider Man finally arrive on fake Kandor to find Ultraman and send him back to where he came from. Meanwhile on Earth, things are about to get more intense..._**

Chapter 20

 **Kandor (Though not really.)**

A young alien girl is running through the dark alleyways. She has pink skin with black, beady eyes, long dark hair that falls just above her shoulders and she's wearing a dark tank top with brown cargo pants and black combat boots. The girl continues to run until she eventually trips and falls belly-first. As she is lying on the ground, she looks over her shoulder and sees three soldiers in black jumpsuits with a familiar looking "S" on their chests, each of them have guns pointed at her.

"Surrender now, or we WILL open fire," one of the soldiers demanded.

The young alien girl says, through gritted teeth, something in a foreign language, one can only assume it was something foul. Whatever it is she said, that angered the soldiers even more. They were about to pull the trigger when suddenly their guns are yanked away by multiple web lines. The soldiers look to where their weapons were taken and they see Spider Ock clinging to the side of a wall behind them. Hovering beside him are two feminine figures wearing armor with bat-like wings attached to them. The taller one has a red and black color scheme while the shorter one has a yellow and black color scheme. Both of them are wearing helmets that cover their faces.

"You won't be harassing this girl any longer," says Spider Ock.

"Hey fellas, remember us?" says the woman in the black and red armor. "We have a message for your rulers. Tell them that Nightwing and Flamebird are back, and we are gonna finish what we started."

"And no amount of mind control is gonna make us turn the other way this time around," says the girl in the black and yellow armor.

The three heroes proceed to lay waste to the soldiers and they approach the young alien girl who starts to look frightened.

"S…Stay back," she says.

"Oh thank God, you speak English," says the woman in the red and yellow. "That makes our job SO much easier." She then removes her helmet, revealing to be Karen underneath.

The girl in the black and yellow removes her helmet, revealing to be Kara.

"Easy little one," says Spider Ock. He removes his mask to ensure that he means no harm. "We come in peace."

"W…What do you want?" asks the alien girl.

"We know that you are a member of this resistance group my comrades here have told me about. We're going to need you to take us to your leader."

"Why?"

"Because we know who these tyrants who are enslaving you all are, and we know how to defeat them and end their rule once and for all."

"You have a lot of nerve coming back here," a bald, green alien with a goatee says through gritted teeth and an angry glare. This alien has a metal arm, complete with a blue and yellow military jumpsuit with the familiar "S" on the chest and a red cape. "You promised us that you would help us free this city from the Cherishers. We were on the verge of victory and then you just…up and leave us…with no explanation. Give me one good reason why I shouldn't have all three of you executed."

"I just got here you green skinned oaf," Spider Ock mutters.

"You have something to say arachnid?" asked the alien.

"I said I forgot to turn off my coffee pot this morning." Spider Ock answers.

Kara and Karen, both of them having removed their Flamebird and Nightwing helmets respectively, roll their eyes.

Kara steps forward, " It's all my fault Basqatin, after I defeated "Kal-El", the queen of the Cherishers got in my head. She showed me the possible whereabouts of a long lost Kryptonian city, a city where I used to live, it was the REAL reason why I came to this planet in the first place. The queen said she would give me the information if I promised to leave both her and her "son" alone, so once she gave me what I was looking for…I did just that."

After hearing all of this Spider Ock just shakes his head, "Teenagers, so naïve. Didn't even stop to think and realize she may have been deceiving you."

Kara just lowers her head in shame.

Karen sees this with a look of sympathy. She decides to cut in, "Okay, that's enough out of both of you. Yes, she screwed up, we all make mistakes. But we're here now, and we're gonna help fix all of this."

"She's right," Spider Ock now speaks. "There is no point in just standing here pointing fingers, we all share a common enemy. The Kal-El that is ruling your city is actually from another world, my world. It is really important that we overthrow him and send him back to where he came from, otherwise forces far more threating than even him will arrive and make matters worse for not just my universe, but yours too. We came here to help you, and that's exactly what we're going to do. I promise you, no amount of psychic deception is going to sway us from our mission. Not this time."

Baqatin begins to think about it for a moment. He looks back up at the three heroes, "Fine, I'll give you one more chance, but that's it."

"That's all I ask," replies Spider Ock.

* * *

Roughly half an hour later, Karen is leaning against the rail, looking at all the resistance soldiers at work below.

Kara appears behind her, "Hey."

The older blonde looks over her shoulder and sees her younger counterpart, "Hey, where's Spider Ock?"

Kara begins to lean on the rail beside her older counterpart and also watches the activity below, "The resistance has some equipment they think would give them an edge during our upcoming fight and Otto figured he could, "make them even better." I offered to help but he thinks my "inferior teenage intellect would just get in the way." Clearly, he has no idea how alien tech savvy I really am."

Karen smirks, "Yeah that's definitely sounds like Ock. I still remember the time Peter and I fought our Otto, he underestimated just how smart I really was. It ended up biting him in the ass big time."

Kara chuckles.

There was some silence for a few seconds until…

"So, uh, thanks for sticking up for me back there. I really appreciate it."

Karen shrugs, "I think I've beaten you up over it enough…both figuratively AND literally…You could use a break every now and again. Besides, Peter told me about the little pep-talk you two had. I REALLY hope you took his words to heart."

Kara nods, "I have."

There was more awkward silence, then the older Kryptonian speaks, "…He's sick."

The younger Kryptonian looks at her older counterpart with wide eyes, "Peter?"

Karen nods, "Back on Earth, you wanted to know why I was upset when I arrived at the Hall of Justice. That's why. That radioactive mojo that gives him his spider powers…is also killing him, and if he doesn't find a cure in the next three months then…"

Kara tries to process what she had just heard. The fact that Peter doesn't have long to live shook her. When she first arrived on Earth, he was one of the first of few to give her such kindness, he made her feel welcomed. Even when she was the catalyst for Karen's identity crisis, Peter never showed her any animosity, he even assures her that what his girlfriend was going through wasn't her fault. Ever since she first met him, Kara had developed a crush on him for quite some time, and since Karen is basically her, it didn't surprise her one bit that she would fall for him as well. Now that he is dying, she is scared to lose to one person she will gladly call a friend. She had lost way too many friends in her life.

"But that's only half of the reason as to why I was upset," Karen continues. "He knew about his illness for several weeks now and not once did he bother to tell me. We promised each other that if we were going to be together, everything should be on the table, and what does he do? He ends up breaking that promise. He said that he didn't want to worry me, but I think it's clear as day that he didn't trust me with this information, thinking I'll just freak out. He didn't even consider that I might help him find a cure. He was planning on breaking the bad news when he's already tried everything and he's at death's door. *sigh* I guess part of the reason why I'm here is because I needed something to get my mind off of things, to clear my head. Even then, I'm not even sure Peter and I will ever be on speaking terms once this is all over."

Kara looks over at Karen, "So that's it then, you're just gonna abandon him?"

Karen groans, "Kara…"

"Look, I get it, he broke his promise to you, he lied to you, betrayed you, but I understand why he did it. Karen, you and I have lost a lot of people in our lives…and I mean A LOT, how do you think we would both feel if we found out we might lose yet another person we care about. I know I would be absolutely terrified, and sure, you say you'll be willing to help him, but be honest with me, would you even be in your right mind? Because I sure as hell know I wouldn't, especially if there's a strong possibility that I might fail."

Karen doesn't say anything.

"Peter did what he did because that's how much he cares about you. All he wants is for you to be happy, and now that you know what's wrong with him, what, you're just gonna give up on him? This is so unlike you. The Karen Starr I know would never give up on someone, no matter how badly they had screwed up. No matter what, she would still go to the ends of the Earth to help that person. What Peter did was wrong, but that shouldn't matter right now. Right now he needs you, just as much as I know you need him. As long as you and I have known him, not once did he turn his back on either of us, so don't you dare turn your back on him."

Karen took in her younger counterpart's words. She closes her eyes and sighs, "You're right, I shouldn't be running away from this, not when Peter needs me the most. When this is all over, I'm going to do everything in my power to help him…But we're still going to have a serious talk about his trust issues."

Kara smiles widely, "THAT'S the Power Girl I know. Now come on, let's get some rest. We have a big battle to prepare for."

The two Karas step away from the railing and walk to where the resting bunkers are located.

As they are walking, Karen looks over at Kara and smirks, "And here I thought I was the mature one."

The younger blonde smirks, "Well, technically I'm supposed to be older than both you and Kal combined."

"Fair point."

* * *

The following morning, Power Girl and Supergirl meet up with Spider Ock and Basquatin. They look around with wide eyes and see an entire arsenal of tanks and other various war machines surrounding them.

"You've been busy," Power Girl comments. "Did you even get any sleep?"

Spider Ock holds up a coffee mug that says "Super Genius", "These alien creatures introduced me to this wonderful beverage. As long as I keep drinking it, there's no need for me to sleep…Though I still had to shower."

"Your friend here agreed to help lead the front lines of our assault," says Basquatin. "There is a prison camp, not too far from here, that is holding people who have joined our cause."

"I agreed to help infiltrate that camp, free the prisoners and raise hell with the very weapons you see here," Spider Ock finishes. "This diversion could very easily draw the attention of the Saturn Queen and Ultraman. Once that muscle bound buffoon shows himself, that is your chance for both of you to strike."

"Good plan, one problem though," says Power Girl. "The planet were on is under a red sun. Last time Kara and I were here, we had to preserve our powers for that very reason. Going up against Ultraman, we'll be able to go toe to toe with him, but not for long."

"Which is why you'll be wearing these," Spider Ock says as he pulls out two small patches.

Power Girl looks at them in confusion, "What, you want us to throw IcyHot patches at him and relax him to death?"

The alternate wall crawler pinches the bridge of his nose and sighs, "I can see why Parker is so enamored with you. No, these are for you and the young lady. Basquatin's troops had smuggled these from the Cherishers a while back. These patches emit solar radiation throughout your entire body, they will help you retain your powers for at least 24 hours. Obviously these were meant for Ultraman in order for him to use his powers for long periods of time."

The two blonde Kryptonians blink for a moment at what Spider Ock just said and they immediately take the patches from his hands.

Upon looking at her patch, Supergirl says, "Well, I guess this is it then."

Spider Ock nods, "Indeed, the fate of our worlds rests on this plan succeeding."

"Then let's not keep standing around here talking and let's get this show on the road," says Power Girl.

"Agreed, the die is…"

"Don't."

* * *

 **The Hall of Justice, Washington D.C.**

A portal opens up in front of the Hall of Justice and four figures emerged from it. One is a man in an owl themed costume, the other is a woman in a black leotard, with black gloves and boots and a black and yellow cape, there is a man in a red and yellow jumpsuit with a silver helmet covering his entire face and finally there is a man in a green jumpsuit with a green mask covering his face. These people were Owlman, Superwoman, Johnny Quick and Power Ring respectively. Inside the Hall of Justice certain members of the Justice League were alerted that there were intruders in the vicinity. Hawkman and Hawkgirl sees the Crime Syndicate on the monitors.

"Uh, Superman?" says Hawkgirl. "You may wanna take a look at this."

Superman walks into the room and looks at the monitor. He narrows his eyes, "Call everyone in."

* * *

 **JSA Brownstone, Manhattan, NY**

There was an incoming call from the Hall of Justice to which Mister Terrific answers.

"What's the situation Superman?"

"We need everyone in the JSA to come to Washington D.C. immediately. The Hall of Justice is under attack," the Man of Steel answers.

"I'm on it," Mister Terrific says as he sends out a distress call to every JSA member in the area. Members such as Jay Garrick, Alan Scott, Stargirl and Miles Morales, the Spider Man from another Earth, all stopped what they were doing and reported to the JSA Brownstone.

However, there was only one JSA member who didn't answer the call…

* * *

 **Peter and Karen's apartment, Brooklyn, NY**

Peter's communicator, which is beeping uncontrollably due to Mister Terrific's alert, lays on the table beside his and Karen's bed. Stinky stands on the bed looking at the communicator and then out the window which is now open.

* * *

 **Manhattan, NY**

Spider Man is now standing on the rooftop of the Daily Bugle, being confronted by a pale man with dark hair and red eyes.

"We meet at last," the man says.

"No you're doing it wrong," Spider Man quips. "You're supposed to sing, not talk. I mean, you already have the opera gimmick down just from the getup alone, at least go the whole hog with it."

The man smirks, "It's a shame you have to die. Out of all the spider totems I've killed so far, you are definitely the funniest."

The wall crawler's eyes widened, "Wait…totems? Who are you?"

"My name is Morlun. Be sure to remember that name when you make your inevitable trip to the afterlife."

 ** _The moment you've all been waiting for is finally here. Spidey and Morlun finally meet. So if you're wondering why I sent Peej off-world, this is why. One of my main criticisms with the Spidey/Morlun fight in "The Other" was that at any point Peter could have easily called the Avengers to help him, and yet he chose not to. Here, at least there's a reason why he can't contact the JSA or the Justice League, and Karen won't be here to help him either because, let's face it, the fight would have been over before it even starts if she was here. So, no Power Girl, no way to contact other heroes, our favorite web-slinger has no choice but to face this new threat on his own...I'm sure most of you know that's NOT going to end well. The next chapter is a no-brainer. You got the superheroes and Spider Ock's forces against the Crime Syndicate, Spider Ock, Power Girl, Supergirl and the resistance against Ultraman, Saturn Queen and the Cherishers and finally Spider Man vs. Morlun. There's gonna be a lot going on._**

 ** _Be sure to leave a comment on what you think of the story so far...and if you want to tell me how much of an asshole I am for what I just did to poor Spidey feel free. I know a lot of people are wondering what is up with Hope and Responsibility. Well, I'm working on the next chapter right now, but the next chapter is supposed to take place after the next two chapters of Birth of the Cool, so to avoid spoilers, I kinda want to finish the Meta-Breed arc first before I get started on the next arc of Hope and Responsibility._**

 ** _Until next time..._**


	21. Chapter 21

_**Because I know people will ask me this eventually: So apparently there's a huge shakeup going on at Marvel. They got a new editor in chief, Brian Michael Bendis jumped ship to DC and Dan Slott will finally be off Amazing Spider Man. On the whole Bendis thing, I'm really excited for what he brings to the table for the DC universe. Don't know how I feel about him writing Superman though, mainly because I really like what Dan Jurgens and Peter J. Tomasi are doing currently. I was kinda hoping he writes Justice League and add some of that "New Avengers" magic to it, because lord knows that book really needs it. I also thought Green Arrow would've been a good fit for him, he could just do his Daredevil run but with Green Arrow. Now I know Bendis isn't everyone's favorite comic book writer, especially after the last couple of years, but maybe him coming to DC will be a good move for him. Maybe he will have some fresh new ideas. There was a time when Bendis was a damn good writer. Hell, what Ultimate Spider Man did for me was what the New 52 did for today's generation of comic readers. It would be nice to have that man back.**_

 _ **As for Slott leaving Amazing Spider Man. Look, I'm probably part of that small camp that don't actually hate the dude (Maybe because I don't follow him on social media. I hear he's a hoot on Twitter.), but I do agree with everyone else when they say he's been on the book five years too long. Honestly, I think he should have stopped when Superior Spider Man concluded. But, it seems like Marvel finally listen to our prayers and they're finally letting some fresh blood take a crack at the Wall Crawler. I hear Slott's gonna be writing Iron Man, while I'm not a huge Iron Man fan I'm curious to see what he brings to the table.**_

 _ **Anyway, with all of that out of the way let's get on to the story.**_

 ** _Last chapter ended in pure chaos. Power Girl, Supergirl and The Superior Spider Man have found Ultraman, the rest of Earth's heroes are fighting the Crime Syndicate and, more importantly, our favorite web slinger has finally come face to face with Morlun, the mysterious figure who has been stalking him for a while..._**

Chapter 21

 **Daily Bugle, Manhattan, NY**

"So, you wanna be a reporter huh?" J. Jonah Jameson asks, as he chews on his cigar.

Sitting in front of his desk was a young girl, who looks like she is in her late teens. She has short blonde hair, with a small pink barrette holding back her bangs. She wears a pink blouse, with brown, khaki, capris pants and plaid, slip on platform shoes.

The girl nods, "Yes sir, ever since I worked at my high school newspaper, it has always been my dream to become a reporter. Journalism is pretty much in my blood."

Robbie Robertson vouches for her, "The kid write's a pretty mean blog Jonah, she was able to snag an interview with Guy Gardner, one of the Green Lanterns, when those "Yellow Lantern" guys invaded Earth. The girl has skill."

Jameson makes a small grunt, "Alright fine, you want this job? You got it. But I'm warning you kid, it's not gonna be easy. You need to be at the top of your game if you're gonna work here. Think you can handle that?"

The girl nods, "Absolutely."

The editor in chief takes out his hand, "Well then, welcome to the Daily Bugle Ms…"

"Winters," the girl responds as she shakes Jameson's hand. "Norah Winters. So, when do I start?"

Suddenly, Spider Man and Morlun come crashing through the window. Robbie, Norah and Jameson all move out of the way.

"JESUS," Jameson shouts. "TAKE THIS FIGHT SOMEWHERE ELSE YOU WALL CRAWLING FREAK, OR YOU'LL WRECK MY ENTIRE OFFICE."

"That's a good idea brushtop," Spider Man replies. "Can't let any innocents get hurt."

Just as he leaps for the window, Morlun grabs the spider hero by the leg and hurls him out of the office and into the main workstation. Bugle employees stop what they were doing and are now watching the big fight that is going down.

"Ugh, don't mind me folks," Spider Man quips. "I'm just here getting my butt kicked by Steven Seagal over here…and now my sides are aching, perfect."

He then picks up a desk and hits Morlun with it, then he takes a computer and hits his new enemy in the back of his head. After seeing that Morlun is a bit winded by the recent assault, Spider Man uses it as an opportunity to leap out the window, praying to God that Morlun follows him.

Once the two superpowered beings were gone, Jameson looks over at his employees, "Well, there's your scoop, GET TO WORK." He looks over at Norah. "And as for you, you can start today." The young girl grins widely, _"I think I'm gonna like it here."_

The wall crawler shoots a web line to save himself and he sees Morlun not too far behind.

"I'll give you this bright eyes, you don't know when to quit," he says. "Though I think you've got something on your eyes."

Spider Man shoots out a web that covers his new foe's entire face. He then takes the web line, uses Morlun's momentum against him and sends him hurtling towards the ground. The impact of the drop creates a hole on the sidewalk. Some onlookers who were walking by walk towards the hole and begins to look down below.

Spider Man scoffs at this, "Gotta love New Yorkers, always wanting to take a look at something no matter how dangerous it is…Let me guess, that awesome move I just did didn't work."

He then sees Morlun emerge from the hole and leaping towards him.

"*sigh* Of course it didn't. I gotta take this elsewhere, it's one thing for Karen to break up with me because I broke my promise to her, I don't want "causing some collateral damage" to be another reason."

Spider Man shoots another web line and begins to swing to a more isolated location. He eventually makes it to Empire State University. He crashes through the window of the science center.

"No civilians, big enough for me to move around, perfect. Ah, science, you've created me, and now you're probably gonna be the death of me. The irony."

The web head looks down below and sees Morlun climbing up the pillar he is currently latched to.

"Dude, I didn't even need my spider sense to know you were coming. You're cologne was a dead giveaway." He dodges a punch thrown by his enemy, then he fires a web line and kicks Morlun off the pillar and onto the ground, to which he pounces on him for good measure. "I mean, I wore that exact cologne on one of my dates and my girlfriend told me to never put it on again…She even took the cologne and threw it into the sun."

Spider Man's spider sense starts blaring again, and suddenly, Morlun grabs his leg once again and hurls him through a wall, right through a window and into another room.

As Spider Man is laying on his back, he says to himself, _"Now I regret forgetting to bring my communicator…and my cell, could REALLY use the JSA's help right about now. Shouldn't Karen be back from…whatever Justice League mission she was sent on? Maybe she's watching from the sidelines and just isn't stepping in to simply teach me a lesson. No…even she's not that cruel."_

Morlun emerges from the broken window.

"So, you say you're here to kill me," Spider Man begins to say. "Mind telling me why? Was it because I said "Hard to Kill" was a crap movie?"

"Trust me when I say this totem, it's nothing personal."

"There you go again with the totem thing. There's clearly something you're not telling me."

Spider Man fires two more web lines at Morlun, but the mysterious man grabs both of them with one hand. He somehow manages to overpower the spider hero's strength and yanks him at his direction. Morlun delivers another hard punch to Spider Man and knocks him into another wall. The wall crawler tries to get up but starts to feel a sharp pain in his torso.

 _"I…I think he broke three of my ribs,"_ he thought.

Morlun knocks Spider Man through yet another wall, sending him out of the building. The spider hero once again gets up, in even more pain then before, parts of his costume, save his mask, are in tatters.

 _"I don't think I've ever been hit that hard,"_ he says to himself. _"And I got decked by a mind controlled Power Girl."_

Spider Man sees Morlun push some cars to the side and is slowly walking towards him. Thinking quickly, he sees a large garbage bin, picks it up despite being in a lot of pain, and throws it at him. Morlun nonchalantly backhands the bin to the side. For the first time in the wall crawler's life, he was utterly speechless. Never in his life had he fought an enemy who was this unstoppable…at least not on his own. He's in the worse shape, he's doesn't have any more quips, he is legitimately fearing for his life.

* * *

 **Meanwhile at the Hall of Justice…**

The Crime Syndicate has finally made their way to this Earth, and they are now being intercepted by every superhero under the sun, as well as Spider Ock's task force. Evil versions of heroes such as the Elongated Man, Vixen and Black Lightning have just joined the fray and a massive superhero battle is taking place. The Flash stops for a moment and looks over at Miles Morales, who had just taken down a random Crime Syndicate member wearing a yellow and black jumpsuit.

"Hey Spidey," the Scarlet Speedster says to the young spider hero. "Did the other one make it here with the rest of the JSA?"

Miles shakes his head, "For some reason he didn't answer his communicator. He's probably back in New York."

"Huh, that's weird. Well he's missing out on all the fun."

While fighting Superwoman, Wonder Woman says to Superman, "I pray to Athena that Power Girl, Supergirl and the alternate Spider Man are successful in retrieving Ultraman."

"I have faith in them," says the Man of Steel.

* * *

 **Kandor**

Spider Ock and Basquatin's plan went off without a hitch. While the wall crawler from another universe and the rest of the resistance are raiding the prison camp, they were able to free the prisoners and cause so much of a ruckus that reinforcements began to appear…that includes Ultraman himself. Once the evil version of Superman arrived, he was ready to lay waste to the resistance soldiers, only to be intercepted by Power Girl and Supergirl. The two blondes are now standing face to face with him.

"Hey "Kal", long time no see," Power Girl says as she cracks her knuckles. "Where's "mommy"?"

"The Queen is inside the palace, where she is safe," answers Ultraman.

"Aw, that's a shame, I've been looking to get some payback from my last visit. But I guess I'll have to settle for you instead."

"Let's finish what we've started here," says Supergirl.

"Agreed," says Power Girl. She then looks over at her younger counterpart. "You're not gonna make out with him mid-battle again are you?"

Supergirl looks back with a deadpan look, "First of all, ew, second of all, that was Saturn Queen manipulating me and third…ew."

"Okay good, because if I wanted to watch Game of Thrones I can just turn to my DVR."

The two heroines engage Ultraman and the three Kryptonians fight it out in the skies above. Ultraman was being bombarded by punches thrown by the two Karas. He eventually ducks to avoid a punch by Supergirl, then he grabs her cape and starts to swing her around, using her as a wrecking ball and hitting Power Girl. Power Girl was sent flying into the palace, then Ultraman lets Supergirl go and she is sent flying into a nearby building. While his back was turned, the evil Superman was suddenly hit in the back by heat vision. He yells out in pain and turns around to see Power Girl flying towards him. Ultraman fires his own heat vison, which led to a beam struggle between him and older blonde.

Meanwhile, back on the ground, Spider Ock is leading the resistance and is attacking Ultraman's soldiers. He uses his spider-like agility to dodge gunfire, fires multiple web lines to relieve five of the soldiers of their guns and takes each and every one of them down quickly.

"Imbeciles," he says to them.

Then the alternate spider hero hears the sound of hands clapping. He turns around and sees a woman standing behind him. She had long red hair that flows down her back and dark blue eyes. She wears a blue gown with the planet Saturn displayed on her chest.

"My, my," says the mysterious woman. "Such efficiency. You seem like the type of person who will do what's necessary to achieve your goals."

"…You must be the Saturn Queen. We meet at last," says Spider Ock.

"That I am," says Saturn Queen. "And I think I just found a worthy suitor to my throne."

"I'm flattered, but trying to rule the world is a thing of the past for me, I'm actually trying to save mine. The Kryptonian you have under your control needs to come back to the universe from which he came from, and if you know what's good for you, you'll stay out of my way."

Saturn Queen grins, "Ooh, I love a man who is ruthless. As for you rejecting my offer to rule by my side, I don't think you have much of a choice."

Suddenly there was some silence between the two.

Saturn Queen's smug smile eventually falls, "I don't understand…"

"Let me guess, you're a telepath," Spider Ock begins to say. "You were trying to sway me using mind control. Well, I'm afraid I have some bad news for you." He then points to his head. "You see this mask I'm wearing? It was made specifically for people just like you. Let's just say the last thing I want is anyone getting inside my head." Spider Ock begins to walk slowly towards Saturn Queen.

The telepath begins to slowly move backwards. "S…Stay back, I'm warning you. My son…"

"Has his hands full with two other Kryptonians. Tell me, how does it feel to no longer have control of the situation, knowing that you are about to lose? It's frustrating isn't it?" He is finally in close proximity of the redheaded telepath. "Believe me, I know EXACTLY how you feel."

Spider Ock delivers a right hook to Saturn Queen, knocking her unconscious.

Meanwhile back in the sky, Power Girl and Supergirl noticed something happening to Ultraman. He starts holding his head and wincing in pain, only to recover soon after.

"What the…" he begins to say. "W…What is this? Where the hell am I?"

The two Karas both blink in confusion. They then look down below and see Saturn Queen lying on the ground. It seems that with the telepath out of commission, Ultraman is free from her mind control. Taking advantage of the evil Superman's sudden confusion, Power Girl and Supergirl both deliver a massive knockout punch to Ultraman.

Moments later, the two blondes land next to Spider Ock with Power Girl holding Ultraman bridal style.

"If you ask me, I say mission accomplished," Power Girl comments.

"Indeed," says Spider Ock. The alternate spider hero then turns to the resistance soldiers. "People of Kandor, we have vanquished your tyrants. You are all free now."

With that, the resistance soldiers start to cheer.

Power Girl looks over at Spider Ock with a smug smirk, "Anything to get attention, huh Ock?"

Spider Ock looks over at the blonde, "Silence woman, let me savor this."

Supergirl lets out a suppressed giggle at the exchange.

* * *

 **Back on Earth…**

The three heroes arrive back at the Hall of Justice and sees that the entire Crime Syndicate have been taken down and are now cuffed.

Miles sees Spider Ock arrive with Power Girl and Supergirl, "There you are, we've been wondering where you were. You missed out on one of the craziest fights ever. What's with the new costume?"

"Hold your horses kid," Power Girl steps in. "This isn't our Spidey." She points over to Superwoman and Owlman. "He's from where these guys came from."

Superwoman looks up and sees her husband, "Ultraman?"

"Superwoman," the evil Superman greets.

"Where have you been?"

Ultraman looks over at Saturn Queen with a murderous glare, "This bitch mind controlled me and made me her slave for God knows how long. If I wasn't wearing the White Dwarf Star emitters that Spider Man have cuffed me with, I would rip her apart with my bare hands."

"Enough," Spider Ock commands. "Now that I have each and every one of you hooligans contained, we are heading back to our Earth. Once we get there, you are to destroy the device you used to travel to this Earth and hand over the blueprints you stole from Parker Industries."

 _"Wait, Parker Industries?"_ Power Girl mentally asks herself. _"Doc Ock has his own company? I mean, granted he had to use Peter's name but still…"_

"And if we refuse?" asks Owlman.

Spider Ock grins underneath his mask, "I'm glad you asked Owlman. Let me ask Ultraman and Superwoman a question. If both of them are here, who's watching over their son back on our Earth?"

He then presses a button on one of his wrist gauntlets, bringing up a holographic screen showing an infant being held captive in a dark room. The baby is sleeping soundly in his crib. Everyone who was present, hero and villain, all have shocked looks on their faces.

Superwoman tries to lunge at Spider Ock but the power nullifying cuffs, as well as the alternate spider hero's men, were holding her back, "YOU BASTARD."

Ultraman glares at Spider Ock, "When I get out of these cuffs you are a dead bug."

"Oh, let's not do anything stupid," says Spider Ock. "If you kill me, your son dies." He then looks at Owlman. "And if you refuse to do what I tell you, then he also dies…You wouldn't want anything to happen to "Ultraman" and Superwoman's son…do you?"

Spider Ock is well aware of the secret love affair between Owlman and Superwoman, and he knows there is a possibility that the baby may not even be Ultraman's.

Owlman glares at the alternate wall crawler, "Fine, I'll do what you say."

"Thank you for your cooperation."

Moments later, Spider Ock takes out a small device and uses it to open up a portal. The task force begins to escort the Crime Syndicate through said portal. Once everyone made it through, the alternate wall crawler felt it was appropriate to bid the heroes of this Earth farewell and thank them for their assistance. Spider Ock is now in the Justice League conference room with Superman, Supergirl and Power Girl.

He approaches Power Girl who was front in center and takes out his hand, "Well then, I guess this is good bye."

The blonde heroine, with a deep scowl on her face, looks down at the hand, then back at Spider Ock and she crosses her arms, "Um, yeah, you just threatened to kill a baby. For that you get no handshakes from me."

Spider Ock draws his hand back, "I did what I had to do in order to keep both of our world's safe. They wouldn't have fallen back had I not resort to that tactic. Don't tell me you share some of Parker's weaknesses as well."

"MY Peter would like to think he's above things like that. Threatening a life, innocent or otherwise, would make him no better than the very thing he tries to protect the world from. No matter what, he values all life. If you can't seem to comprehend that, then you have absolutely no business calling yourself Spider Man."

"HOW DARE YOU," Spider Ock exclaims. "I have you know that I am a better Spider Man than Peter Parker will EVER be. I am willing to do what is necessary to get the job done, and I will not hesitate to go to the lengths that he wouldn't even DARE to reach. If YOU can't seem to comprehend that, then you have no business being a hero."

As Spider Ock makes his way to the portal, he stops when he hears Power Girl speak once again.

"You said that your Peter's subconscious tried to fight to get his body back, but you managed to suppress him, right?"

Spider Ock stops for a moment and looks over his shoulder, "That is correct."

"Well…if your Peter Parker is anything like mine, then I know for a fact that he's not the kind of guy who gives up that easily. You can beat him down as many times as you want, but he will ALWAYS get back up."

"…Are you saying there's a chance his subconscious will reemerge and will make another attempt at taking this body back?"

"Wouldn't put it past him. You underestimate just how strong Peter actually is."

"…He can try. I defeated him twice before, I can do it a third time." With that, Spider Ock finally goes through the portal and the portal closes.

Power Girl and Supergirl walk side by side out of the conference room to meet up with the other heroes. Supergirl looks over at her older counterpart with a smile,

"You know, for someone who is pissed off at her boyfriend, you sure did stick up for him back there."

Power Girl softly smiles, "I meant what I said. Peter can make some dumbass decisions sometimes, but his heart's in the right place. Don't get me wrong, I'm still pissed that he broke his promise to me, and we're gonna have a long talk about his trust issues, but I'm not about to abandon him when he needs me the most. I'm going to help him find a cure for his illness, and if I have to get the entire Starrware staff to get on that, so be it."

The two blondes finally make it to the main room where all the heroes are, and they see them huddled together on the main computer monitor.

This confuses Power Girl, "Hey, why is everyone looking at the monitor? Is there a big game on?"

The heroes look over at the blonde with haunted looks on their faces.

Now Power Girl is even more confused, "What's with the scared looks? You guys are acting like the Anti Monitor just came back from the dead and he's about to…"

She finally stops talking when she looks up at the screen and the look on her face went from confused to absolutely horrified. On the large TV monitor was a news broadcast. Footage show police officers holding back a crowd of people circling a small crater that is bathed in blood. However, that's not what made Power Girl's face turn pale. It was the headline that was displayed at the bottom of the screen.

 **SPIDER MAN IN CRITICAL CONDITION.**

Upon reading that, Power Girl rockets through the ceiling of the Hall of Justice and flies as fast as she possibly could to New York.

 ** _One problem has been resolved and another emerges. I think I've made you guys wait long enough, we are FINALLY about to step into "Other" territory. What happens next? Find out in the next chapter._**

 ** _Be sure to leave a comment with your thoughts on the story so far, and feel free to theorize what you think is gonna happen next._**

 ** _Until next time..._**


	22. Chapter 22

**_NICK SPENCER IS GOING TO BE WRITING AMAZING SPIDER MAN? HELL YES!_**

 ** _I love Superior Foes of Spider Man, his Ant Man run (from what I read from the first arc, but I have the remaining three volumes in my pile) is also great. I haven't read his Captain America stuff yet, but whether you liked "Hydra Cap" or not, it got people talking. So yeah, if you can't tell, I'm super stoked to see what Spencer brings to the table. I think it's been years since I've ever been this excited to read a Spider Man comic._**

 ** _Now that I got my geek out moment out of the way, let's proceed with the story..._**

 ** _Last time: Power Girl travels to "Kandor" where she teams up with Supergirl and The Superior Spider Man to fight Ultraman and bring him back to his own Earth. The mission was a success. However, just when things were starting to cool down, and Power Girl seemed ready to forgive Peter for breaking a promise to her, she receives some horrible news..._**

Chapter 22

 **Manhattan, NY**

"Alright people back it up, move along. There's nothing to see here," says a random male cop, as he and a dozen others try to keep the crowd of civilians and reporters at bay.

Suddenly, a random female voice shouts, "Look, up in the sky."

Everyone looks up and sees Power Girl flying in their direction. The blonde heroine slowly descends where the large crater is, and slowly walks towards it, ignoring the reporters trying to get her attention. When she finally approaches the crater, she falls on her knees and stares at it with a haunted look in her eyes. Two other cops, a male with dark hair, brown eyes and a mustache and a female with brown hair and blue eyes, both see the Kryptonian, one with a look of annoyance the other with a look of concern.

"Hmph, better late than never I suppose," says the male cop.

The female glares at him, "Jeff…"

"What, did you not see what happened here a few minutes ago? Spidey just got his ass handed to him by some creep in a suit, who, by the way, killed three of our guys before he bolted. Where were the rest of the capes when all of this went down?"

"First of all, do you really think it's a good idea to be saying all of this in front of a person with super hearing? Second of all, they were probably busy handling something else. We cops have been in that situation numerous times, and third, I don't see a cape right there in front of us…I see a woman in shock and despair."

The female cop walks over to Power Girl and patiently waits for her to ask the inevitable question.

The Kryptonian finally spoke, "What happened?"

From Power Girl's tone of voice, the cop can easily tell that she's completely broken and is trying really hard to pull herself together.

"There was a huge fight that went down here," the cop finally answers. "Spider Man was fighting some rando. Tall, pale, had some kind of Victorian thing going on. At first we thought maybe it was that vampire guy Morbius, but it was actually someone we've never seen before. Throughout all my years on the force, I've seen the web head in action numerous times, and no one gave him a run for his money like this guy did. It was like Superman fighting Doomsday all over again. We came just in time to stop the guy from dealing the finishing blow. He got away, but not before killing several of our men."

Power Girl doesn't look at the woman, but she nods anyway, "Where's Spider Man now?"

"The paramedics came and took him to a hospital three blocks from here. Last I hear, he's not doing so hot. We got officers patrolling the place, just to make sure there aren't any surprise villains looking to whack the web slinger while he's lying in a hospital bed."

With that, Power Girl stands up and finally looks at the cop, "Thank you." And she flies to the hospital.

Seconds later, Norah shows up to try and snag an interview with the heroine, but had just missed her.

"Dammit," she says. She then looks over at the cop. "Hi, Norah Winters, Daily Bugle. Can you tell me where Power Girl is heading? I REALLY need to interview her for my blog."

The cop looks at the young blonde in anger, "Hey, you're not supposed to be here. Get back with the rest of the crowd or you're gonna be writing a blog on how you spent days at a juvenile detention center."

Meanwhile in the crowd, a strawberry blonde woman in a red trenchcoat and sunglasses watches Power Girl fly away.

* * *

Power Girl walks through the front door of the hospital and quickly makes her way to the waiting room, where an elderly woman inside the booth was doing some paperwork. The woman looks up and was surprised to see the Kryptonian standing in front of her.

"C…Can I help you?" she asks nervously.

"It's okay Doris," says a random male voice.

Power Girl turns around and sees that it's none other than the doctor who she manhandled months ago. _**(A/N)**_

"I already know why she's here," the doctor calmly says as he looks directly at the Kryptonian. "Come with me, he's right this way."

Power Girl follows the doctor through the hall and they stop at a particular door.

Before the doctor opens it he says, "I hope you're prepared with what you're about to see…"

Power girl continues to keep her emotions in check and nods, "Lay it on me Doc."

The Doctor nods and opens the door. Power Girl came dangerously close to falling to her knees once again at what she saw. There, on the hospital bed, lies the man she loves…but he is completely unrecognizable. His entire body is wrapped in bandages (with the bandages being soaked in blood), his face is purple and swollen and on top of that, he has an oxygen tank over his mouth. The blonde reluctantly uses her X-Ray vision to see what kind of damage has been done to her boyfriend…She begins to put her hands over her mouth and tears begin to build up at what she was looking at. Whoever Peter fought against really did a number on him. He has multiple fractures all over his body, most specifically with his ribs, but it was one specific detail that made Power Girl quietly go, "Oh my God." Almost at the brink of sobbing upon uttering those words. Peter's right eye is missing. One of those glorious hazel eyes, that would always warm Karen's soul whenever she gazes at them, has been ripped right out of its socket. Power Girl slowly walks towards her comatose boyfriend and wraps one of his bandaged hands around hers. The Doctor couldn't help but look on in sympathy, there's clearly something going on between these two heroes that goes beyond being, "just co-workers".

He finally speaks up, "I, uh, I know unmasking you superhero types is a huge taboo, but we had no other choice. He could have been choking on his blood for all we knew…"

"It's okay," says Power Girl. "You did what you had to do."

The Doctor nods, "Just know that you don't have to worry about his secret identity. His face was so messed up when he was brought to us I doubt even his own mother would recognize him. As you can see, we did all we could to try and stabilize him but…this is the best we can possibly do at this point."

Power Girl nods in understanding, "If you don't mind Doc, I would like to be alone with him."

"Of course."

As the Doctor turns to leave Power Girl spoke up once again, "Hey Doc, one more thing."

The older man stops and looks over his shoulder.

The blonde begins to scratch the back of her neck, "Yeah, so listen, about what happened months ago…Y'know when I…"

The Doctor waves his hand, "Don't worry about it. You were only doing your job. I shouldn't have tried to brush you two off like that. If I had known that that boy had a younger sister…It's rare when somebody actually challenges me on how to properly do my job. I appreciate the wakeup call."

Power Girl just smiles softly as the Doctor finally leaves the room.

Once he's gone, she looks back over at Peter. Upon seeing his broken body once again, that did it for her. She couldn't hold it all in any longer.

The Kryptonian kneels down, lays her head on her boyfriend's torso and begins to sob, "I never should have left you the way I did. Who the hell did this to you? How come every time I'm given an ounce of happiness, fate swoops in to strip it all away? Anyone who's listening up there, God, Rao, whoever, please…don't take another one away from me. Not him too, I can't afford to lose him too. I…I don't think I can handle it."

* * *

 **Brooklyn, NY**

Miles, having left school for the day, is now walking home with a somber look on his face.

Ganke looks over at him with a worried/sympathetic look, "Come on man, say something."

Miles sighs, "What do you want me to say?"

"You've been acting all blue ever since you heard the news about Peter. Dude, you couldn't possibly have known he was in trouble. Didn't you say you were in D.C. fighting an evil Justice League? You were already busy doing something. It's not like you could be at two places at once."

"I know it's just…I don't know."

While Ganke may not remember his previous life on his old Earth, Miles does. He remembers how he wasn't there for that universe's Peter Parker…and it ended up costing him his life. Now with this Earth's Peter being in the hospital, it feels like history is repeating itself. What's even worse about this scenario is that Miles actually got to know this Peter on a personal level. He became sort of like a mentor to him.

"Man, if you're so bummed about what happened, I can only imagine what Power Girl must be feeling right now," Ganke continues. "Those two are supposed to be dating right?"

Miles nods, "She left as soon as she, along with everyone else, saw the news report on the Hall of Justice monitor. The Justice League are STILL trying to fix that massive hole on the roof she made. I might call her later today, see if she's okay. Knowing her, she's probably taking it the hardest."

"Sounds like a good idea. The emotional state she's probably in, she could probably use some company…You say her apartment is not far from where you live…"

Miles gives a faux-annoyed look, "Ganke, don't even think about it."

Ganke shrugs, "Eh, worth a shot. Well, here's my stop, I'm sure Peter will be fine. If he can recover from being shot, he can recover from getting the tar kicked out of him."

The young spider hero gives a small smile, "Yeah, maybe your right."

As he waves goodbye to his friend, Miles continues to walk home.

Unknown to him, Morlun is watching him from the shadows.

He starts to grin, "So young, yet so delicious. I think finishing off the other totem will have to wait."

* * *

 **Somewhere in Manhattan**

The mysterious trenchcoat-wearing woman from earlier is standing on a random rooftop, taking in the view of the city when she suddenly begins to wince in pain. After a few seconds, she sports a look of fear.

"The younger Spider Man, he's going after him next…"

* * *

Meanwhile, back at the hospital, Power Girl is sitting in a chair next to Peter. All that grief she felt about her boyfriend's condition has emotionally drained her, and she's now resting her head on the spider hero's bed. Suddenly…

"POWER GIRL."

A random female voice immediately wakes her up from her slumber.

The Kryptonian jolts up and was met with what looks to be an astral projection of a woman, with sunglasses and a trenchcoat.

She raises an eyebrow, "Carmen Sandiego as a Jedi spirit. Now I've seen everything."

"Focus," says the mysterious woman. "You need to get to Brooklyn immediately."

Power Girl just narrows her eyes, "And why do you want me to go there?"

"Because Miles Morales is in danger. The one that attacked the man you love, he's after him too. He's at his home this very second."

This piece of new information catches the blonde heroine's attention. She no longer asks any more questions and she immediately flies out the window.

 _"If what that lady said is true, I can't waste any time,"_ Power Girl thought as she flies. _"If whoever attacked Peter is also after the kid…God I hope I'm not too late."_

* * *

At the Morales/Davis residence, Morlun is already there. He looks at his young prey as he grabs him by the front of his hoodie. Jefferson Davis, Miles' father, is lying on the ground in serious pain. He was trying to fend this monster away from his son and got a broken arm for his troubles.

"Dad," Miles yells out as he struggles to break free.

The young spider hero tried everything to break free, he even tried to venom blast the man currently holding him, but it could only incapacitate him for only a second.

"A pity," Morlun finally says. "I would have thought, because of your age, that you would be a much bigger challenge than the other one. For someone to have to die so young…"

Before the pale man could even finish what he was saying, his back gets grazed by heat vision and he screams in pain. He drops Miles and he looks behind him to see who was interfering with his feast. Miles looks over Morlun as well. The two of them see Power Girl standing at the doorway, eyes glowing red and a very serious look on her face.

Morlun sees the angry blonde and frowns, "This matter doesn't concern you. I'm willing to give you one chance to turn back now."

Power Girl doesn't say anything.

"Hmm, so you refuse to leave…and I see you're not much of a conversationalist."

 _"No, something's not right here,"_ Miles thought.

Normally, this is the part where Karen would try to start a conversation, comment about how the bad guys are so enamored with their grandiose speeches or make fun of how they look…but she's not doing any of that. She usually has a more playful demeanor that would rival the likes of Peter, right now it is nonexistent.

"A man was beaten a pulp and was put in the hospital earlier today," Power Girl finally says in a rather dark tone. She then points to Miles. "A man with abilities similar to that kid over there. I'm only going to ask this once…Did you have anything to do with that?"

Morlun gives a look of surprise at what the woman was asking him, but then it turns into a sinister smirk once he realizes just who exactly she was talking about, "Why yes, I did have something to do with that, but I was going to save that meal for later while I go ahead and have my seconds. I must say though, that eyeball from the other one was oh…so…delicious."

Power Girl just looks at Morlun and slowly nods, "That's all I needed to know…"

Seconds later, Morlun is seen flying out of the house and slams into a car across the street. The pale man sits on the ground, in shock that someone, much less a woman, was able to do that to him.

In the blink of an eye, Power Girl appears in front of him and grabs him by his collar, "Let's go someplace quiet."

With that, the two immediately take off.

Once Power Girl and Morlun were gone, Miles goes over to his father.

"Dad," he says in a worried tone. "Are you…"

"I'm fine son," Jefferson responds. "My arm is throbbing. I'm just worried about how we're gonna explain this to your mother."

Miles looks back at the broken window of his apartment. He suddenly begins think back to when Power Girl showed up. That look in her eyes, that cold tone in her voice, no jokes, no wisecracks, none of that usual sass. She was definitely out for blood. The fact that that mysterious man just admitted to attacking Peter, the young wall crawler knows there's only one way this will end…and he can't let that happen. Now Miles has a serious look on his face.

"Dad, call 911," he says as he rushes upstairs.

"Wait, where are you going?" Jefferson asks in a worried tone.

"To stop Power Girl from doing something she'll regret." As he makes his way to his room, he finds his communicator and contacts Mr. Terrific. "Terrific, it's Spider Man…no the other one. You think you can link me to the Hall of Justice? I need to get a hold of someone from the Justice League…"

* * *

Power Girl flies Morlun to a vacated construction site and she immediately slams him into the ground, creating a massive smoke cloud. The blonde heroine slowly descends and lands on the ground, watching the smoke cloud in front of her. Morlun comes leaping out of the smoke and lunges at Power Girl. He delivers a hard punch to her jaw, which made the Kryptonian turn her head to the side…but left little to no damage.

Morlun continues to look shocked, "I…Impossible."

Power Girl slowly turns her head back to face the pale man. "My turn," she simply says.

She then delivers a devastating punch to Morlun, which sends him flying over a dozen yards, the force of the punch creates a massive shockwave. As Morlun is sent flying Power Girl uses her speed to intercept him and punches him to the other side. She continues to exchange numerous punches and kicks to him, making him fly back and forth like a pinball hitting bumpers. In Power Girl's eyes, it was like Morlun is flying around in slow motion. _**(**_ _ **(A/N))**_ She intercepts him for the final time and delivers a devastating heat vision blast as the final blow, sending Morlun flying back to another area of the construction site. The pale man finally comes tumbling into the ground. He tries to get up but begins to have a hard time doing so.

 _"Such power,"_ he thought. _"I've never seen anything like it. Who IS this woman?"_

Before he could even finish his thoughts, a wrecking ball comes out of nowhere and slams Morlun back into the ground. Power Girl continues to beat the pale man with the wrecking ball a few more times until she finally tosses it aside. She then walks over to Morlun's broken and bloody body and proceeds to pound him in the face seven more times, causing massive earthquakes as she does so. When she was finally finished, she grabs him by the throat and lifts him up in the air. The pale man's face is almost unrecognizable. It was swollen and there's blood coming out of both his nose and mouth. There's a large hole in his shirt, leaving his chest exposed and completely charred thanks to Power Girl's heat vision.

"M…Mercy," Morlun finally says. "Please…no more."

"You've beaten someone very near and dear to me within an inch of his life," says Power Girl. "He's lying in a hospital bed staring death in the face. Did you show him any mercy? DID YOU?" She begins to tighten her grip on Morlun's throat. "How many innocent lives have you taken who have done the exact same thing you're doing right now? Well guess what? You're gonna know exactly how each and every one of them feels." Her eyes start to glow red. "I hope you burn in hell."

However, before she could fire her heat vision and incinerate Morlun, she is stopped by a firm hand touching her shoulder. Her eyes revert back to normal and she turns around to see that it's none other than Superman.

"That's enough Power Girl," the Man of Steel says in a calm tone. "Put him down."

"Kal?" Power Girl simply says. She looks over Superman and sees Miles, in full costume, swinging in just in time.

"I'm sorry Peej," says the young wall crawler. "But you were about to do something REALLY stupid. I had no choice."

Power Girl continues looks back at Morlun and gets angry, "Please, let me do this. He's the reason why Peter's in the hospital."

"I know," says Superman. "But this isn't who you are and you know that."

Power Girl's eyes begin to water, "But…but that was the man I love Kal. You didn't see how badly he hurt him. I want to make this bastard suffer for what he did. I want him to hurt just like how Peter is hurting."

"Listen to yourself. Imagine if Peter was here now. Do you think he would approve of all of this? I know you're hurting, but don't stoop down to his level. You're better than this. You didn't let what Prime did break you, don't let what this man did be the one that does it."

Power Girl continues to look at Morlun, her eyes filled with tears and a look of pure malice and anger. Suddenly…her face begins to fall and turns into a look of disbelief. Finally, she throws Morlun to the side, then she falls to her knees, looks at her gloved hands, which were now covered in blood.

"Oh dear God," she says in quiet tone.

Superman walks over to the blonde and begins to embrace her, to which Power Girl buries her head in the Man of Steel's chest, still shaken up by what she was about to do.

Miles sees this and breathes a sigh of relief, knowing he had made the right call.

Meanwhile a battered and bloody Morlun slowly starts to get back up on his feet.

"You…you should have killed me when you had the chance," he says in a weak voice.

Superman looks over at the pale man and glares, "That's enough out of you. You're going to pay for what you have done, but we're doing it by the book."

Morlun begins to laugh, "You don't get it don't you. I'll never stop, not until I've had my feast. You think you can just lock me away and that will be the end of it? You have no idea what you are…" He suddenly notices all three of the heroes are looking wide-eyed. "What?" Morlun looks behind him and sees what looks to be a man with big, golden bug eyes and fangs.

Power Girl recognizes the hospital gown and the bandages and her eyes widened, "My God…Peter."

Now Superman and Miles begin to look shocked.

Peter makes a weird hissing noise and lunges at Morlun. Once he pounces him, he extends his left arm and something similar to a stinger pops out of his wrist. Peter then uses it to stab Morlun in the arm, making him scream in pain. The human/spider hybrid then proceeds to bite the pale man in the neck and a large purple aura begins to surround the two. Peter finally gets off of Morlun and the pale man begins to disintegrate.

As Morlun turns to dust he says, "This was not…how it was meant to be…This is not…This is not…"

And just like that, Morlun was gone.

Peter begins to scream in pain and falls over.

Power Girl finally runs towards him. "PETER," she shouts as she, Miles and Superman both run towards him.

As the blonde cradles him, the spider hero, who seems to have returned to normal, looks over at his girlfriend.

"K…Karen?" he says in a weak voice.

"It's me baby," Power Girl replies with a smile and tears in her eyes. "I'm here, you're gonna be okay. We're gonna take you back to the hospital and…"

"No," says Peter. "There's no time, I'm all broken up."

Power Girl's face falls, "No, no don't you dare say that. The doctors will fix you and you'll be back on your feet in no time."

"No…not this time. I can feel it. But…I can't go…without saying…I love you…one last time."

The blonde heroine's tears begin to fall, "Peter, don't do this to me. Not you too."

"Be happy Karen, don't give up…Live for me."

"No, please…Please don't leave me."

"…Goodbye."

Upon uttering those words, Peter's body goes limp.

Power Girl desperately uses her super hearing to listen for a heartbeat…there was nothing.

"No…NO," the blonde shouts as she lowers her head on her boyfriend's body and sobs.

Superman lowers his head in grief while Miles takes off his mask to reveal tears falling from his eyes. The two look on as Power Girl continues to cry.

* * *

 _ **(A/N) You know, back in chapter 2.**_

 _ **((A/N)) You know that scene in X-Men Apocalypse when Quicksilver made Apocalypse his bitch for a little bit...Think of it like that.**_

* * *

 ** _That's right folks, I just killed Spider Man...Okay so if you know the story (and comics in general), you know he does come back. The next chapter is going to be an interesting one. Stay tuned._**

 ** _And yes, that lady in the red trenchoat is, in fact, Juila Carpenter (Madam Web), and she's going to be a recurring character from here on out._**

 ** _I apologize for the long wait, I just recently got a job and have been very busy these past few weeks. I'm also writing chapters for two other stories simultaneously and making sure each and every one of them turn out great for your reading pleasure (As of right now, I'm writing/editing the next chapter of Hope and Responsibility. Expect that one to drop very soon.). Better to have something that's finished than rushed I always say._**

 ** _So yeah, that was a pretty intense chapter wasn't it? Be sure to leave a comment with your thoughts about this and/or the whole story so far. Until next time..._**


	23. Chapter 23

_**Last time: Power Girl returns to New York to find the love of her life at death's door. With the help of a mysterious woman in a red trenchcoat, the blonde heroine was able to track down the man responsible. After giving Morlun a rather brutal beating, it was Peter (who wasn't exactly himself at the moment) who dealt the final blow. However, once Morlun met his end, our favorite web slinger met his as well, leaving Karen completely devastated...**_

Chapter 23

 _*Flashback (Roughly a few years ago)*_

 **Metropolis**

 _A major battle had just occurred that left a huge portion of the city in shambles. A beaten and bloodied Man of Steel is seen lying amidst the rubble, his colorful red, blue and yellow costume left in tatters. A brunette woman, who looks to be in her early thirties comes running towards him, along with a young red-haired boy who looks to be in his late teens/early 20s. The brunette woman begins to cradle the heavily injured Superman in her arms._

 _"Please hang on," the woman says with urgency in her voice. "The paramedics will be here any second."_

 _"Doomsday," Superman responds in a weak tone. "Is he…"_

 _"You stopped him, you saved us all. Now rest, until…"_

 _*Flashback ends*_

* * *

 **Clark and Lois Lane-Kent's apartment, Metropolis (Present day)**

That was all he could remember of that day…the day in which he died. Clark, is now sitting on a recliner in the living room, recollecting everything that had happened one day prior. He is wearing a simple white dress shirt, dark dress pants and dark dress shoes. Since he is at home and the curtains on the windows are closed, he didn't need to wear his glasses. The Kryptonian didn't need super hearing to hear the front door unlock. It opens and his wife comes walking in. Lois arrives at the living room and sees her husband sitting on the recliner, Clark hasn't moved a muscle.

The Daily Planet reporter frowns at this, "You know, I thought brooding was more Batman's thing."

"We've lost too many people Lo," Clark finally speaks. "Ralph, Sue, Ted, J'onn…Bruce…and now Peter. I know this is something we should expect in our line of work, some of us even came back from the dead for what it's worth, but it still hurts whenever we lose someone."

Lois looks over to the side and rubs the back of her neck, "Man, I still remember when I first interviewed the kid. He was still in college at that point. Of all people to go and bite the dust, why him? He and Power Girl were dating weren't they? God, that poor woman, she must be taking it really hard."

"No one was able to contact her, she's become very distant…I'm starting to get worried."

Lois moves in front of her husband and squats down to face him, "Karen's a strong woman, she'll pull through."

"You didn't see the look on her face Lois. I haven't seen her this broken since the time our Earth-2 counterparts, the people who raised her, had passed. Peter was all she had left."

The brunette reporter nods her head in understanding, then says, "But you said that some of you have died and come back right?"

Clark nods, "Me, Ollie, Hal, Conner, Barry…"

"Well, there you go. If you guys can cheat death, then so can Peter. Through my experience with being a reporter…and being married to you…I've learned that nothing is impossible."

It was at this moment that Clark begins to smile, "Since when are you so optimistic."

Lois just smiles and gives him a peck on the lips, "All those years being with the most hopeful man on the planet, it starts to rub off on you."

The Kryptonian chuckles, "Thank you Lois."

* * *

 **Central City, The home of Barry and Iris West-Allen**

The doorbell rings, and a brown-haired woman, in her late 30s, wearing a purple blouse, brown khaki pants and white sneakers, makes her way to the front door. She opens it, revealing a man, in his mid-20s, with short, red hair, wearing a red spring jacket with a white T-shirt underneath, some jeans and blue sneakers.

The woman smiles upon seeing the young man, "Wally."

The red haired man looks up at the woman and gives a small smile, "Hey Aunt Iris."

The two embrace.

Once they break, Wally speaks first, "Is Barry home?"

Iris' face begins to fall and she sighs, "He's in the living room."

Wally now looks worried, "How bad is it?"

Moments later the two enter the living room and they see Barry sitting on the recliner, looking at a newspaper…A newspaper from ten years ago. On the cover was a young Spider Man, The Flash and Kid Flash after a big fight with the Sinister Six. The image is the three heroes watching all six members being taken away by the authorities. Wally walks over to his uncle, hovers over him and sees the newspaper.

He gives another small smile, "Oh this takes me back, this was when we had our first big team up. Pete and I would constantly get under the Vulture's skin, telling him how he's way too old to be fighting "young up and comers" like us. The fact that that old buzzard is STILL flying around causing trouble surprises me."

Barry now smiles, "I remember telling Kraven that he needed to go someplace else in order to audition for The Lion King."

Both men begin to laugh.

Once they stopped, the older speedster's face falls again and he says, "It's funny, even when I see you and him as full grown adults, with you being a married man with children, and Peter being a high school science teacher, I still see both of you as those two young boys who still have much to learn."

Wally scratches the back of his head, "Yeah, I still remember when Dick and I tried to recruit him into the Titans, and him constantly turning us down. Speaking of the Titans, everyone over there is taking it pretty hard, especially Donna. Pete was the one who encouraged her to get a career in photography."

"I just don't get it Wally, one minute I'm back from being trapped in the speed force for God knows how long, and then stuff like this happens. I guess us heroes just aren't allowed to be happy huh?"

Wally looks over at his aunt, both of them having looks of concern for the blonde speedster.

The red haired younger man looks over at his uncle, "Come on Barry, do you think Peter would want you to be wallowing over him? He would want you to be happy, especially now that you've been given a second chance. Peter knew what he was getting himself into the moment he decided to become Spider Man, just like the rest of us. If we die, then at least we died knowing that the people we care about are safe, because we want them to live for us."

After a moment of silence, Barry says, "You're right. Still, to lose Peter…It's almost as if I had lost you. He was like a son to me…and a damn good friend."

Wally sighs, "I know, and I can't help but feel bad for Power Girl, she and the web head were close…REALLY close, I can't imagine how she's feeling right now."

"I talked to Jay, he said he, Alan and the rest of the JSA tried contacting her but she didn't return any of their calls. No doubt she's taking this harder than the rest of us…"

* * *

 **Starrware, Manhattan, NY**

"Ms. Starr? Earth to Ms. Starr."

Karen is sitting in the break room with some of her employees, staring at her coffee with a somber look on her face. While taking some downtime from her work, Anna Maria wanted to discuss a new invention she wrote blueprints for, that being earplugs that will be able to help treat brain tumors, and prevent them from spreading. However, while the petite woman was giving her boss the rundown on what she was working on, she noticed her spacing out.

"Yoohoo, Ms. Starr", she says while waving her hands.

Karen finally snaps out of her stupor, "Huh? Wha…Oh, sorry Anna."

"Are you feeling okay?" Anna now asks with concern. "You've been spacing out ever since I started going over these blueprints, and not once did you even take a sip of your coffee."

Karen looks down at her untouched beverage, and then sighs, "It's just…Yesterday was pretty rough for me."

"Oh? What happened?"

The blonde begins to bite her lip. How the hell was she going to explain this? She decided to give her intern half of the truth, "It's…It's my boyfriend. He…got into an accident."

Anna begins to gasp, "Oh my God, I'm so sorry. Is he gonna be okay?"

Karen looks back down at her coffee, "I…I don't know." Her eyes begins to water and voice starts to crack. "I just don't know."

Anna sees the emotional state her boss is in, and she immediately gets up from her seat. She takes the chair that was next to Karen, stands on it and proceeds to hug the blonde woman. This surprises Karen, but then she begins to hug her intern back, a little embarrassed that she had to see her like this.

The two women break from their embrace and Anna speaks first, "Tell you what, we can talk about these blueprints at a later date…I didn't mean to…"

"It's okay Anna," Karen says as she wipes the tears from her eyes, then gives a small smile. "I appreciate your concern. It's just that…for the last several years, Peter had become a part of my life. Whenever I wake up in the morning, do any sort of activities, go home for the evening or even go to bed at night, he's always right there with me. Now that he's not, it just feels…weird, like a part of my life has been stripped away from me."

Anna gives a sad smile, "Being with the people you love can do that to you."

Karen just nods and then looks back at her intern, "Thanks again for giving me a shoulder to cry on…and…sorry for spacing out on you earlier."

The petite woman waves it off, "Don't worry about it, any time you feel like you need to just…you know vent, you come find me. I'm willing to listen."

Karen grins, "Deal…but I'll make sure that it's when we're both off the clock. Gotta keep it professional y'know?"

Anna chuckles, "Right, sure thing boss."

Meanwhile, Donna begins to turn up the T.V. as the news begin to cover yesterday's incident involving Spider Man. Unfortunately, it is being broadcasted by a news station that is owned by J. Jonah Jameson. In fact, he is on screen right now reporting from his news desk.

Karen sees this and rolls her eyes, _"Oh here we go, this'll be fun."_

"Yesterday morning, Spider Man crashed into the offices of the Daily Bugle with a mysterious pale man in a suit," Jameson reports. "The two proceed to duke it out causing hundreds of dollars-worth of property damage. Thankfully no one was hurt during the scuffle. The wall crawler was last reported to be in critical condition, and was being hospitalized until he suddenly disappeared. While the police continue to search for the mystery man, Spider Man's whereabouts remain unknown. If you ask me, maybe it's because he felt humiliated for being pummeled so badly that he decided to call it quits. Hell, he could most likely be dead. Either way, I say good riddance, the city would be better off without that web spinning menace."

With that, Karen bangs her fist on the stainless steel table, catching the attention of all of her employees present. "OH YOU WOULD LOVE THAT WOULDN'T YOU? ALL THESE YEARS HE'S BEEN KEEPING THIS CITY SAFE, AND YOU'VE DONE NOTHING BUT THROW CRAP AT HIM, AND NOW HERE YOU ARE WISHING HE NEVER COMES BACK. WELL I HOPE YOU'RE REAL PROUD OF YOURSELF, YOU JACKASS."

The blonde, with tears in her eyes, gets up from her seat and storms out of the room. She shuts the door so hard that the glass window breaks. All of the employees watch in shock. Never in each of their individual years of working here have they seen their boss so upset. As most of them continue to do what they were currently doing, Anna Maria continues to look at the door in shock, wondering why her boss got so upset with that news report. However, what surprised her even more was when she looked back at the stainless steel table. The area where Karen had slammed her fist now has a noticeable dent in it.

The petite woman has a questioning look on her face, "What the hell…"

* * *

 **Midtown High, Queens, NY**

Fisher, who is sitting in his chair, leaning on his desk with his right arm supporting his head, watches in boredom as a dark haired, bearded man in his forties is teaching the class about cellular respiration. This random teacher is Mr. Parker's replacement for the time being, thankfully this guy knows what he is doing and he is not some schmuck who is there just to supervise the students until the real teacher comes back. The school principal had been informed by Ms. Bertinelli, the Italian teacher, that Mr. Parker got into a fatal accident while coming to school yesterday, and is now in a coma. When the principal told the whole class about this, they were devastated. While Peter was normally seen as being a "total dork," his students thought he was a pretty cool teacher. He was always encouraging them to be more than they are, and he saw great potential in all of them. To these teens, Mr. Parker was one of the few teachers in this school who actually cared about their future. The school bell rings, signaling the end of class.

"Remember, there is going to be a quiz on Friday," says the substitute teacher. "So make sure you study up on everything we've learned this week."

As Fisher gets up from his seat and gather his books, Jennifer walks up to him.

"Hey Fisher," the brunette girl spoke.

The red haired boy looks over his shoulder, "Oh, hey Jenny."

"Did you hear what happened to Spider Man? They said he went missing from the hospital yesterday. Nobody knows where he is."

Fisher looks downwards and sighs, "Yeah, I heard. I still can't believe he got hurt that badly. I really hope he's okay."

Jennifer nods, "Yeah, I hope so too. I know he's your hero and all. Speaking of which, did you hear that before he went missing, Power Girl actually visited him his hospital bed?"

This grabbed Fisher's attention, he knew Power Girl personally. In fact, he knows her true identity, and he made a vow never to reveal that secret to anyone…not even to his new friend who happens to be her biggest fan.

"No, I didn't hear about that," Fisher answers. "What was she doing there?"

"Well, there's a rumor going around that the two of them are actually dating, but it hasn't been confirmed nor denied."

Fisher begins to look to the side in thought, "Huh, interesting."

"Yeah, I just hope she's okay. Whatever's going on between them, they seem to be pretty close."

Fisher puts his hand on his friend's shoulder, "I'm sure she's fine. You and I have both met her in person right? She doesn't seem like the type who lets anything get her down."

Even though the red haired boy will never tell Jennifer Power Girl's secret, that doesn't mean he can't say that he at least met her personally.

Jennifer gives a small smile, "I guess you're right. Well, I better head to class. See ya."

As Jennifer leaves the room, Fisher begins to follow suit. However, upon passing over the teacher's desk he accidently knocks over a small picture frame. The red haired boy immediately grabs it before it hits the ground. Then, out of curiosity, he takes a good look at the picture inside the frame, and what he saw made his eyes go wide. Inside the frame is a picture of his teacher at a New York Knicks game, and sitting next to him was none other than the blonde Kryptonian herself. Peter is wearing a light blue ESU hoodie and jeans, while Karen is wearing a light green Planet Express T-shirt and tight jeans. On her left arm is a #1 foam hand that says "Go Knicks". Fisher could not believe what he is seeing. He knew that Mr. Parker had a girlfriend (It was usually the talk of the classroom…especially from the boys who are perplexed that a guy as dorky as him would score a girl that hot), but he had no idea that his girlfriend was none other than Power Girl.

 _"So THAT'S how he was able to arrange a meeting between her and Jenny,"_ the red haired boy thought. _**(A/N)**_

Then he begins to notice something, Mr. Parker had gotten into an accident on the exact same day Spider Man got brutally beaten and was put into the hospital. His teacher also takes pictures of Spider Man and somehow knows EXACTLY where he is going to be at all times. Combine that with the rumors going around regarding him and Power Girl and…

"Oh. My. God." Fisher says out loud.

* * *

 **Karen's apartment, Brooklyn, NY**

Karen, now dressed in a white tank top and blue sleep shorts, is laying on her bed, looking at a snow globe Peter gave her for their one year anniversary. Inside was Jason Voorhees impaling a defenseless teen girl in the gut with his trademark machete. Behind the two figures was a camp cabin. The spider hero went to a shop he found near his old neighborhood in Queens, where the owner sold custom made snow globes. Luckily, the store owner was also a huge Friday the 13th fan, and was happy to make something like this, and at a very cheap price to boot, which in Peter's case was a godsend. As the blonde continues to look at her gift, she hears a small meow. She looks down below and sees Stinky sitting there with a USB drive in his mouth. _ **((A/N))**_ Karen raises an eyebrow, then reaches over to take the drive from the cat's mouth.

She looks at the small object and then back at her hell-spawn of a pet, "And just where did you get this from?"

Moments later, Karen boots up a computer, and puts the USB drive into a port. She then notices a file pop up and she clicks on the file. A small screen pops up and on the screen was none other than Peter. This caught Karen by surprise.

 _"Hey honey,"_ Peter says as he awkwardly waves and gives a rather nervous smile. _"If you're watching this, then that must mean I'm already dead. Instead of simply facing you like a man and just telling you about my condition, here I am making a recording that explains everything that was going on with me these past couple of months…Can you blame me though? I mean, having a girlfriend who can beat you in arm wrestling, can give the Rhino a black eye or can incinerate you with only a look, it can be kinda scary sometimes."_

Karen couldn't help but chuckle at Peter's last statement. Even at times like this, he always has some sort of wisecrack.

 _"Anyway, the whole reason I'm recording myself is because I want to say this: I'm sorry Karen, I'm sorry for not telling you about my disease. We made a promise to each other that everything would be on the table, and what did I do? I ended up breaking that promise…Some boyfriend I am huh? You probably have already figured it all out, you're way smarter than you give yourself credit for, and I know you're probably angry with me, even after I'm gone, and that's fine. Be as angry with me as you want. But I need to ask for you one thing, and that's regarding Aunt May. It's bad enough that he had to deal with Uncle Ben being gone…I don't even want to imagine how she will feel when I'm not here anymore. She's gonna need someone to be with her. You've been like a daughter to her for the last several years we've been together, you and MJ are the closest she's ever gonna have as family at this point. Karen, I'm begging you, please take care of her for me. Let her know she's not alone. Well, I guess all that's left for me to say is, don't let what happened get you down. I get it, losing another person who is near and dear to you can be painful…Trust me I know that feeling TOO well. But I'm gonna need you to be strong for me. Just because I'm not here anymore, doesn't mean it's the end of the world, think of it as one door closing and another one opening. I'm sure someday you'll find another guy who appreciates you for who you are, and not because you have great...assets…which, like I said, is a great bonus. Not to mention the world still needs Power Girl at the moment, don't let something like a dead boyfriend keep you from doing what's right. That's…pretty much all I've got, so I guess this is the part where I say goodbye. These last three years with you have been some of the best, and I will never forget it, and I hope you don't forget it either. It's been nice knowing you Karen Starr…I love you."_

The video ends and it freezes with Peter's sad smile. Karen, with tears in her eyes, looks back at the screen with a smile of her own. She gently puts her hand on the computer screen and quietly says, "I love you too." The blonde heroine suddenly hears a meow, and she looks down to see Stinky on her lap looking up at her. She picks up the little orange demon and cradles him in her arms. "And thank you…you little rascal."

* * *

 **Forest Hills, Queens, NY**

Dressed in a New York Giants jacket, with a white T-shirt underneath, a red baseball cap, some tight jeans and blue trainers, Karen walks up the steps to May's house. Upon approaching the door, she takes a deep breath. After Peter's death, she's been dreading this confrontation. Karen really didn't want to see the look on the poor elderly woman's face when she realizes her nephew is gone, she also didn't want to be the one to break the news to her.

 _"Well…here goes nothing."_ She rings the doorbell.

The door opens, revealing a person the blonde was not expecting to see.

"Karen?" Mary Jane Watson says with wide eyes.

"MJ?" Karen responds, also looking wide eyed.

"Who is it dear," May says as she appears next to the redhead. "Oh, Karen, what a pleasant surprise."

Upon seeing the elderly woman, Karen give a nervous wave, "Hi Aunt May." She then bites her bottom lip in anxiety. "There's…there's something I need to tell you…and you might want to sit down for this…"

May puts out her hand to stop the younger woman, "Don't worry dear, Alan came by earlier and told me everything."

"And then May called me and filled me in," says Mary Jane.

The Kryptonian nods, and then begins to tear up, "I…I'm sorry for not telling you guys sooner. It's just…a part of me doesn't want all of this to be real, like this is all some dream that I'm still trying to wake up from." She then begins to sob. "This is my fault, this is all my fault. I shouldn't have abandoned him. I was so mad that he broke his promise to me, and what did I do? I turn my back on him when he needed me the most. And because of that, another person I care deeply about has been taken from me. Am I cursed? Why do I feel like I'm being punished for something? Peter didn't deserve any of this. I should have been the one who got beaten to a pulp, not him." Karen begins to cover her face with her hands and continues to sob.

As Mary Jane looks on in sympathy, May reaches out and pried the blonde's hands from her face.

Karen opens her eyes and sees the elderly woman give a very stern look.

"Now you listen to me young lady," May speaks. "Peter told me that you left on an important assignment. Even if you weren't angry with him, that wouldn't stop you from going out there and doing whatever it is you heroes do. You had a job to do, and so did Peter when he fought that awful man. So don't go blaming yourself for something that was out of your control. Do I make myself clear?"

Karen blinks for moment at what the elderly woman just said. Then she chuckles and smiles, wiping away her tears, "Yes ma'am."

May now smiles, "Good, now come inside. You look like a total mess. Mary Jane and I were just having some coffee. You look like you can use a cup."

The Kryptonian looks over at Mary Jane and the redhead has a look that says, _"You better take her up on that offer. She's not going to take no for an answer."_

Karen looks back at May and says, "Yeah, coffee sounds REAL good right about now."

* * *

 **JSA Brownstone, Manhattan, NY**

"Has his aunt been informed," Doctor Mid-Nite asks as he and Mr. Terrific are walking down the hall.

"I sent Alan over to Queens to give her the bad news," Mr. Terrific answers.

Doctor Mid-Nite sighs, "I still can't believe it. We have lost way too many people."

"I hear ya, Peter was like the heart of the JSA. Any word from Power Girl?"

"None, she's gone dark for a while now. It would probably be wise if we give her some space for now. She'll come around eventually."

"One can hope. So, what are we going to do about the body?"

"Well, since his aunt wants Peter's identity to remain a secret, I decided to have it transferred to the Valhalla Cemetery in Metropolis. There he will be given a proper funeral."

Suddenly, the Brownstone alarm goes off.

Doctor Mid-Nite looks over at Mr. Terrific, "Where it coming from?"

Mr. Terrific looks at his tablet and his eyes widened, "Lab six."

The two men rush to lab six and they did not like what they saw. On the examination table was Peter's body…or at least an empty husk of it. It looks like the equivalent of a snake who had just shed his skin. Doctor Mid-Nite looks out the window and notices that it is broken, like someone had jumped out of it.

He looks over at Mr. Terrific, "Contact the others."

* * *

 **Manhattan Docks**

"There are a lot of things people don't know about spiders," a brunette woman with glasses says to a group of young children, as they walk along the overpass of the docks. "For instance, that they can be found in wet, rocky environments like this. We tend to think of them as indoor creatures, or living in woods, or dirt or…"

"Mrs. Rosen," a little blonde girl interrupts. "Billy took my jar."

"There's plenty for everyone Tiffany," says Mrs. Rosen. "Everyone, keep looking for samples of beach life to bring back to class." The teacher holds up a jar for the rest of the kids to see. "As I was saying…wolf, katipo, redback and recluse spiders sometimes build nests in sand or under stones to catch ants and other sand dwelling insects. They also lay their egg sacs beneath old wooden boards and rock shelves. Now, what you have here is very interesting indeed, because something else not generally known about spiders is that some of them…such as the recluse and the orbweaver spiders…can actually shed their skin. While some shed their skin annually, leaving behind an empty husk, most shed their skin just once in a lifetime, usually under conditions of…"

"Mrs. Rosen," another child interrupts. This time it was a brown haired boy.

"Yes Davin," Mrs. Rosen responds.

"I can't find anything. All the other kids have found stuff, but I can't. I hate this."

"Now Davin, a beach like this is teeming with life. If you haven't found anything, it's because you're not looking in the right places." The teacher points at the wooden bridge she and her class were walking towards. "Dark, moist areas like you'd find under that bridge, for instance, are the perfect breeding grounds for life. So why don't you check that out?"

"Okay," says Davin. "But don't go too far, stay where I can see you."

"All right."

As Davin goes under the bridge, he begins to look around. He eventually finds a small spider crawling along the sand.

"A-HA," he exclaims, and scoops the spider up with his jar. "GOTCHA. LOOK, IT'S…"

Suddenly, some grey goo starts to fall on Davin's hand. The boy looks up, and what he saw made him scream.

This catches Mrs. Rosen's attention, "Davin? What is it? Are you okay?"

"He's just a scaredy cat that's all," a boy in a red baseball cap says. "Scaredy cat, scaredey cat."

"I…I thought I saw…" Davin begins to say.

"Scaredy cat," the other boy continues to tease. "What was it, a monster?"

Not wanting to embarrass himself even further, Davin says, "Nothing, it was nothing okay?"

"All right then, we're done for now," says Mrs. Rosen. "Everybody back on the bus. Next stop, the zoo."

The kids all cheer and they follow their teacher back to the bus.

"As for you Mike, stop teasing Davin, and remember, there are no such thing as monsters."

Unfortunately Davin DID see something. Just above the overpass was a massive web cocoon attached to the side…

* * *

 _ **(A/N) Back in chapter 2.**_

 _ **((A/N)) That little fur-ball stole it from Peter back in chapter 16.**_

* * *

 ** _So what's the deal with that web cocoon and where is Peter's body? Find out all the answers in the next chapter._**

 ** _Be sure to leave a comment with your thoughts on the story so far. Until next time..._**


	24. Chapter 24

**_Last chapter, we've seen how Karen and the rest of the heroes are dealing with the death of our favorite web-slinger, but how is Spidey himself doing? What really happened to him, and what's the deal with that web cocoon? Well, this chapter will answer all of those questions. Strap in folks, it's about to get trippy..._**

Chapter 24

 **? ? ?**

"Wha…Where am I?"

Peter, now wearing a black sweater vest, with a white dress shirt, a red and black striped tie underneath, brown dress pants and black dress shoes, is walking through a small suburban neighborhood. The place looks like something out of an old TV show from the 1960s.

After taking a moment of inspecting the place, the spider hero finally realizes where he is, "I…I'm in Forest Hills, Ingram Street. But…how did I get here?"

"It's simple really," says a random female voice.

Peter gets startled and turns around, only to be greeted with a mysterious, strawberry blonde woman with sunglasses and a red trenchcoat. The wall crawler raises an eyebrow, "Carmen Sandiego?"

The woman couldn't help but smirk, "Funny, your girlfriend made that exact same joke. If only my ex-husband and I had that kind of synergy, maybe our marriage would have lasted longer."

Peter noticed something she just said, "My girlfriend. You mean Karen? You know her?"

The woman shrugs, "I met her not too long ago. I only wish it was under better circumstances. I'm…kind of a huge fan of her work, both as Starrware CEO and as Power Girl."

This surprises Peter even further, and he now gives the woman a stern look, "Alright lady, spill it. Who are you?"

The strawberry blonde takes out her hand, "Julia Carpenter, but you can call me Madam Web."

Peter looks at the woman's hand and reluctantly takes it, "Madam Web? What, are you some kind of fortune teller or something?"

Madam Web smiles again, "You could say that, I'm the seer of all things throughout the web of life, past, present and even the far future. I can also see things throughout the entire multiverse. On that account, I know everything there is to know about you…Spider Man."

"Okay, now you are starting to creep me out."

"I get that a lot."

"So, I take it you know where we are then. Am I…dead?"

"Well, yes…and no."

The spider hero is now confused, "What does that mean?"

"You're kind of in the fine line between life and death. It's…very complicated to explain, but outside interference is keeping you from truly entering the afterlife."

"…So I'm in limbo."

"Bingo."

"And what is this "outside interference" you're talking about?"

"Well…Remember that little trip you made to Nanda Parbat, and you spoke to Rama Kushna?"

Peter now groans, "Again with this totem nonsense?"

"You mock it, but it's a very serious matter. Especially for people like us."

"People like…You have spider powers?"

"I do actually."

"Were you bitten by a radioactive spider too?"

"That's not important right now. Look, if you really want to know why you are here or what's happening to you, you will find all of your answers right over there." Madam Web then begins to point to a dark forest that was just outside of the neighborhood.

Peter looks at the forest, "Well that looks ominous…Can I at least take a look around "Leave it to Beaver" town first before I decide to go to Camp Crystal Lake?"

The strawberry blonde woman shrugs again, "Very well, take as much time as you need. I have to go pick my daughter up from school anyway, I will return shortly."

And with that, she disappears in a flash of light, to which Peter had to shield his eyes.

Once she was gone the wall crawler opens his eyes again and says, "Man, I'd hate to be that kid. It must really suck to have an all-seeing mom."

* * *

Moments later, Peter begins to walk around this barren, but otherwise peaceful, neighborhood. Suddenly, he hears a voice and what sounds like a bicycle bell, "Coming through."

The spider hero looks behind him, and what he saw shocked him beyond belief. Riding through the neighborhood on his bike was a young boy with short brown hair, brown eyes and freckles on his face. He is wearing a Spider Man T-Shirt, blue shorts and white sneakers. However, this wasn't just any young boy, this was Timothy Harrison, a boy who was diagnosed with leukemia and was one of the wall crawler's biggest fans. Peter had the pleasure of meeting him when he saw an article on the newspaper about the boy and decided to visit him. Upon seeing Timmy, the web head told the boy how he got his powers, why he decided to be a hero, as well as give him a crash course on how his web shooters work. He even took Timmy out on his nightly patrol and, to top it all off, revealed his identity to him. It was truly a day Peter would never forget, one of the first instances someone actually appreciated him. That is why it devastated him when, weeks later, he saw Timmy's obituary in the paper. The spider hero knew it would happen eventually, but it still saddened him to see someone so young go out so soon, someone who idolized him. Every Christmas and birthday, Peter made it his mission to visit his grave to pay his respects to the boy, he would bring flowers, tell him about his latest adventures, he even introduced him to Karen.

As Timmy continues to ride down the sidewalk, he passes Peter and waves, "Hey Peter, fancy meeting you here."

Peter continues to look surprised, but waves back regardless. He then begins to hear a conversation out in the distance.

"So you donned the mask and glider too?"

"*Sigh* Unfortunately, it wasn't really my best moment."

"Yeah, I hear ya. I only did it because I wanted to fight for my father's "honor". Only now do I realize that it just wasn't worth it."

Peter looks over across the street and sees that the two men talking were none other than Harry Osborn and Ned Leeds.

"Harry? Ned?" The spider hero spoke as he approaches his friends.

The two men see Peter approach them and Harry says, "Peter, hey buddy, good to see you."

"So you finally decided to join all of us huh?" asks Ned.

Peter raises an eyebrow, "There are others?"

"Well of course my boy," a new voice replies.

The spider hero turns around and was once again surprised, "C…Captain Stacy."

George Stacy gives a warm smile, "How's life been treating you Peter?"

Peter now has a look of guilt, "Captain Stacy I…I'm so sorry. I didn't keep the promise I made to you…"

The older man puts a hand on the wall crawler's shoulder, "I don't blame you in the slightest Peter. Everyone falls short from time to time, but you never faltered from the right path. In the end, that's all that matters."

"I'd listen to him if I were you," says another new voice.

Peter's eyes now widened. He recognizes that voice. He turns around and sees that it's none other than Gwen Stacy.

Gwen, with that bright benevolent smile that Peter loved seeing so much, then says, "My father is always right."

Peter now gives a sad smile and a tear begins to fall from his right eye, "Gwen. I…"

Gwen puts a finger over Peter's lip to stop him from speaking, "Like dad said, you have nothing to apologize for. We've been watching you all along from here. You may have lost each and every one of us, but you didn't lose you spirit. You kept on fighting and improving yourself, eventually you were able to find happiness again."

"She's right," another voice spoke. It was Jean DeWolffe. "We all watched you grow to become the man that you are today, and we couldn't be any prouder, and speaking of people who are proud of you…"

She then steps aside, and now standing in front of the spider hero were his parents, Richard and Mary Parker.

Peter's smile grows even bigger, "Mom, Dad." He approaches his parents and Mary puts a hand on her son's cheek.

"My God, look at you, you look just like your father," says Mary.

"You have no idea how happy your mother and I were watching grow into a very successful young man," says Richard. "All these accomplishments, like being a school teacher, we're so happy for you."

Peter now hears one final voice, which made him get teary eyed once again, "Richie, for Pete's sake, give it a rest. You're gonna spoil the boy."

Peter turns around to see who it was and begins to choke up, "…Uncle Ben."

The two begin to embrace each other.

"Oh, Peter," Ben says, as tears begin to fall from his eyes. "Look at how much you've grown. May must be so proud."

As the two break, Peter says, "Yeah, she says it so many times that it's been ingrained in my brain."

The elderly man chuckles, "I wouldn't put it past her. Look son, as much as I love seeing you here. You have to go."

Peter's face falls, "What? I don't get to…After all I've…It's that one mistake isn't it? When I let you down. But I've tried Uncle Ben, I've tried so hard."

Ben cradles his nephew's face with his hands, "That's not it my boy, you've MORE than earned your rest, and any other time I'd give you my blessing. But it's not your time, not yet anyway. You are still needed on the other side."

"He's right Peter," says Captain Stacy. "The city still needs your protection."

"Those children at Midtown still need a teacher to show them a path to a better future," says Richard.

"That Miles Morales kid still needs a mentor to show him how to better himself as a hero," says DeWolfe.

"And let's not forget Karen," says Gwen. "Peter, I'm glad that you were able to find love again, and Karen is a wonderful woman who's been doing an excellent job at taking care of you. But she needs you now more than ever. She's lost without you."

Finally, Ben puts a hand on Peter's shoulder, grabbing the attention of his nephew and says, "Please Peter, don't let May live with the fact that she had lost yet another good man in her life."

And it was because of that statement, that Peter's mind was finally made up. He now has a look of determination, "You're right, all of you. There's still some work to be done. I'm not finished yet."

Ben now smiles, "That's the spirit. Now how about finding whoever it is that is keeping you here and give him or her a stern talking to."

The spider hero nods, "You took the words right out of my mouth…I'm…I'm gonna miss all of you."

"Oh Peter, we never left." The elderly man then points at Peter's chest. "We were right here this whole time."

Peter looks down at his chest, and then at his uncle and hugs him, "Thank you." Then he turns to the rest of his friends and family, "All of you."

Timmy jumps for joy, "Go get em Spidey."

Harry gives a small salute, "Catch you on the flip side buddy."

The spider hero finally makes his exit.

* * *

Moments later, Peter is now standing outside the entrance of the spooky forest.

"I see you've finally made your decision," Madam Web says startling the wall crawler.

"God," Peter says as he clutches his heart. "Warn a guy next time."

The strawberry blonde then smirks, "Now I see why Barry Allen does it all the time, seeing you jump like that was actually kinda hilarious."

The spider hero rolls his eyes, "Just what I need, an all seeing spider lady with a sense of humor."

Madam Web shrugs, "I try."

"And to answer your question, yes. I'm ready to know what's been going on with me these past few weeks, and I want to see if there's a chance I can return to the world of the living."

The all seer motions her hand to the forest, "Then by all means…"

"Wait, you're not coming with me?"

"This is a journey you must take on your own. I must not interfere."

"Oh, I see where this is going. How long before Darth Vader shows up and we have to duel with lightsabers?"

Madam Web raises an eyebrow, "I thought you didn't like those movies."

Peter, now suddenly wearing his costume puts on his mask, "Yeah, well, that's what happens when you date a hot blonde who is shockingly more geeky than I am."

Now fully suited up, Spider Man walks inside the forest.

* * *

"Yep, I officially got the heebie jeebies," The wall crawler says as he continues his trek.

After walking for about a minute or two, he finally hears a creepy voice calling to him, "Little spider…Little man…Doesn't understand."

Spider Man turns around and sees a silhouette perched on one of the tree branches. The way he's perched is similar to how the spider hero usually clings to objects like light posts.

The mysterious figure continues, "Never understood. What you were. What you are. What you are becoming. You were bitten, the venom was inside you. The spider…was inside you. But YOU couldn't face that…couldn't accept that. And what do we do with those parts of us we cannot face, cannot accept? We take that which is inside…and move it outside…because then it is safe."

Suddenly the scenery changes, and Spider Man is back in his old room, back when he was in high school. He is somehow 15 years old again, and is sitting on his bed wearing blue and white stripped pajamas. Young Peter is now seen drawing something from a sketchbook.

"I need some kind of costume," he now says. "Something that can stop people from seeing my face."

"You could have chosen to conceal the source of your power…As many do," says the mysterious voice. "Only you knew the truth. You could have chosen a thousand different names…Allowing THAT name and THAT face to protect the secret of what you were inside. But you chose otherwise."

Young Peter continues to draw from his sketchbook, and it turns out that what he is drawing would later become his costume, "Perfect. That's just the look I want." He then takes the drawing and shows it to a giant spider creature that suddenly appears in front of his bed. "What do you think?"

The scenery changes again, and Peter is back in costume, looking up at the silhouette hiding in the trees.

The mysterious voice continues, "The question…is why? You did it…because it put the spider outside you. The spider…was just…a piece of cloth. An empty husk, from which you could emerge human, normal, as though the spider was not still inside you. But now the spider…has taken you off. You are a fool."

The silhouette finally emerges from the shadows. It was a creature that looks exactly like Spider Man, but more spider-like than ever before. He has talons on his hands and feet, as well as big, bug eyes and fangs.

The creature keeps talking, "You treated the gift that you had been given as though it were a toy. You did not look too deeply into what you had become or what you could do. You committed the crime of superficiality. Strength. Senses. Agility. Adhesion. These were the simplest tools which you had been given. The ones a child would find exciting…and stop before anything MORE exciting but also more disturbing was discovered. The child never asked…and the man never returned to the question. What happens when you merge a man…with a spider? Only at the end did the answer to that question…become apparent. You…were dead. The spider…was not. The spider…refused to die. So the spider…fed. It took from the one…what it tried to take from the spider. And the spider slept…and dreamt…of being a man. As the man slept…and dreamt…of being a spider. Until at last…the spider awoke. Awoke…to be reborn…but the question remains…Reborn as what? And perhaps just as important…why? What emerges from the healing…may be more man than spider…or more spider than man. Because what is suppressed for too long…must sooner or later become apparent for all to see. And seen…with a vengeance. Once in its life…a spider may shed its skin…shed its past…and begin anew. Every wound, healed. Every injury, repaired. Every muscle, renewed. A lifetime of pain…cleansed. This…is the second gift of the spider. But this tie…the spider must not be denied. We…the voice of evolution, the weavers of the web of life…the voice of history, speaking through you…must not be suppressed again. Accept us. Accept who we are. Accept who YOU are. The man who dreamed of being a spider…and the spider who dreamed of being a man. Find within us the gifts you did not know you possessed…the strengths you were afraid to call your own. Be the man you are…but now, at last…embrace the other. Embrace us."

As Spider Man listens to the creature, everything he said started to click with him. Ever since he first got his powers, he had to learn the hard way that these amazing abilities he gained comes with a burden of responsibility, so he decided to use his powers for noble purposes rather than selfish ones. However, as the spider creature pointed out, Peter's views of his powers being a burden is where the problem lies. The wall crawler thinks of his abilities as more of a tool rather than being part of who he is, he never fully embraced the fact that he is Spider Man. This whole time, his human half was in a constant battle with his spider half. That's why he fell ill, that's why he is here in limbo. Well that is all going to change. From now on, Peter is going to accept that fact that Spider Man is who he is. It is no longer a burden that was put upon him by fate, it is now a part of his life…and he is going to embrace it. His decision has been made. The giant spider creature from earlier suddenly appears in front of Spider Man, and spider hero opens his arms, ready to accept his inner arachnid. The spider then begins to grab Spider Man by the torso with its two front legs. The wall crawler begins to grunt in pain.

Suddenly, the human/spider hybrid starts speaking again, "Do not struggle. The pain you feel…is the agony of birth. But as you go, given this last chance, remember one thing…"

But before the creature could even finish, Peter finally emerges from the web cocoon he was ensnared in. He drops on the ground, naked and covered in blood. He eventually gets up and goes to a nearby river. Peter dives in and then reemerges with all of the blood washed from his body…feeling like a new man.

 ** _That's right folks, Peter is back. That didn't take long did it? Be here next chapter, when he reunites with Karen and the two finally mend their relationship...Not to mention some of the major changes Peter will be going through now that he's "embraced the spider"._**

 ** _Be sure to leave a comment with your thoughts on the story so far. Those of you following Ensnare my Cold Heart, you don't have to worry about waiting months for the next chapter, it will be coming very soon, as well as the next chapter of Hope and Responsibility sometime next week. There will also be a brand new Spidey fic coming down the pipeline. I can't reveal what it is yet, but I will say that this time, it will be set on Spidey's home turf in the Marvel Universe (Hey, just in time for Avengers: Infinity War). As for the lucky Marvel lady he will be paired with...well...I'm going to keep that to myself as well, but it will definitely be one of those rare pairings you would least expect._**

 ** _Until next time..._**


	25. Chapter 25

_**I think you guys have waited long enough, here's the latest chapter.**_

 _ **Having come back from the dead, Peter reunites with Karen, and the two have their first conversation after their fallout back in Chapter 18.**_

Chapter 25

 **Karen's apartment, Brooklyn, New York**

"WHAT?" Karen shouts over the phone. "WHAT DO YOU MEAN HE'S GONE?"

The blonde Kryptonian had just received news that Peter's body had suddenly disappeared. Right now she is on the phone with Doctor Mid-Nite.

"When we got the security breach, and it came from the lab, all we saw was a shattered window and on the examination table was a dried husk that is the shape of Peter's corpse," The doctor responds.

"Well, he couldn't have just got up walked away, someone must have taken him."

"We checked surveillance, no one has broken into the Brownstone, and security footage inside the lab was a little messy, it was hard to tell what exactly happened in there. We'll find him Karen, don't worry."

Karen calms down a little and just nods, "Okay, thanks Doc."

She ends the call on her phone and plops down on her couch. The blonde heroine lowers her head, touching the phone with her forehead. This these last few days have been nothing but misery for Karen, first her boyfriend gets beaten within an inch of his life, then she eventually finds the man responsible and ends up beating him within an inch of his life, then her boyfriend shows up as a mutant spider creature and eats the man who beat him within an inch of his life…and then he dies. And to top it all off, his corpse is now missing. For the first time in her life, Karen feels absolutely powerless. Who could have taken him, and if someone did, why? The blonde raises her head and the phone is now resting on her lap.

She looks at the ground and narrows her eyes, "Well, if someone did take you, they better pray the JSA finds them before I do."

"What, did someone kidnap the cat?" says a random male voice.

Karen perks up, as she recognizes that voice. She turns around and, wouldn't she know it, it was Peter. He smiles at her, wearing a simple, grey long sleeve shirt, blue jeans and black sneakers. Karen had to do a double take. Is she seeing things? Is this some kind of hallucination? She slowly gets up from the couch and walks over to the seemingly resurrected spider hero. The blonde reaches out with her left hand and touches his face to which Peter leans his head into it.

"You…you can't be real," she says in a soft voice. "…You died, I saw you die."

Peter gives a sad smile and says, "It's really me Karen, I'm back."

Karen retracts her hand and she crosses her arms, giving him a stern look, "Prove it."

The spider hero begins to think for a moment and then speaks, "Whenever you and I watch some late night TV, anytime a "Who's the Boss" rerun comes on, you end up falling asleep. As soon as that catchy theme song hits, BAM, it knocks you right out."

There is some awkward silence for a few seconds until finally, in the blink of an eye, Karen embraces Peter and kisses him passionately. The spider hero returns the kiss fully. The Kryptonian then does something completely unexpected…She picks her boyfriend up, puts him over her shoulder and rushes to their room in super speed.

* * *

 **Hours later…**

Peter and Karen are now laying side by side on the bed, the sheets covering their naked bodies. Both of them staring at the ceiling, taking in what had just transpired.

Peter was the first to break the silence, "Wow, if this is your way of saying, "I missed you", then I should die more often."

Karen looks over at Peter and narrows her eyes, "Hey, I've been an emotional wreck since you've been gone alright? I needed this. Besides, this was the only way for me to know that it was really you."

The spider hero looks over at his girlfriend, "And the verdict?"

The blonde chuckles and grins, "Well, you've been able to wear me out much faster than usual, but aside from that…Yeah, it's really you."

"But what if it wasn't me? What if I was like…I don't know…a cyborg or something?"

Karen shrugs, "Eh, I'll just add "Banging a Robot" to the list of weirdest things I've ever done. And trust me honey, I have a LOOONG list."

Peter looks back at the ceiling and chuckles, "Join the club."

After their usual playful banter, everything was silent until Karen spoke again, "So, when Doctor Mid-Nite called me not too long ago, he told me that your body went missing, and in its place was a dry husk. Did your spider powers somehow bring you back to life?"

Peter thought about it for a moment, "Well… all can I remember was the fight I had with Morlun while you were away. I've never fought anyone like him before, he was so fast even my spider reflexes couldn't keep up with him. But there was a moment where I had him on the ropes, and I actually thought I was going to win…only to have the rug pulled right from under me. After that, I there was a bright light. You know, the kind you see when you know that you're dead. Then I woke up in what looked like Queens, and everyone I knew who have died were there, Harry, Ned, Captain Stacy…Gwen…Even that kid I told you about, Timmy."

"The kid with leukemia?"

"That's the one…Oh, and there was this lady in a red trenchcoat…"

Karen perks up at the last thing Peter said, "Wait a lady in a trenchcoat?"

Peter nods.

"Long, strawberry blonde hair? Sunglasses? looks like she's in her 30s?"

"Yeah, that sounds about right," Peter confirms, but then does a double take. "Wait, you know her?"

"Yeah, she showed up one time to tell me that the creep who pummeled you…What did you say his name was? Morlun? He went after Miles shortly after. If I ever see her again, I definitely need to thank her. If she didn't inform me of what was happening, the kid would have been dead for sure."

This new piece of information shocks the wall crawler. He sits up, "HE ATTACKED MILES? IS HE OKAY?"

The blonde heroine also sits up, using her left hand to bring the bedsheet up to cover her breasts, "Whoa, down boy, yes he's okay. I was able to get there before Morlun could do any real damage."

"And what happened to him?"

"...He's gone, when the two of us fought, you showed up all mutant spider-like and…well…you killed him."

Peter then sits back on the headboard of the bed, "Well…it's a good thing I don't remember any of that. Last thing I need is another death on my conscience."

"Yeah…" Karen says as she lowers her head.

Peter looks over at his girlfriend. He recognizes that tone of voice coming from her. Whenever Karen trails off like that, that means something is on her mind.

"What is it honey?"

Karen is now silent. Peter puts out his hand and gently grabs his girlfriend's free one. He begins to caress the top of her hand with his thumb.

"It's okay, you can tell me."

Karen now closes her eyes, "I…I nearly killed him."

The spider hero gives a questioning look, "Who, Morlun?"

The Kryptonian finally nods, "When he told me that he was the one who put you in the hospital…when he told me that he…ate…a part of you…I lost it. When I was beating the crap out of him, all I could see was red. If Miles didn't call Kal when he did…I never thought I could get that angry. Looking back on it now, it scares me. I thought I could keep my emotions under control, but apparently I can't. If I'm able to be pushed to the edge like that, then maybe I should hang up my cape before I really do kill someone."

"Don't say that," Peter interjects. "Believe me when I say this, but you're not the only one who has been down that road. Remember when I told you about the time when I lost Gwen? I was in the exact same situation you were in. I hated Norman for what he had done, and I wanted to make him suffer because of it."

"But you were able to stop yourself. I was mere seconds from frying Morlun with my heat vision."

Peter just shakes his head, "Even if Clark didn't show up, I still think you would have stopped yourself. You are way stronger than you give yourself credit for Karen. You have a bad temper sure, but you also have a good heart. Your morality outweighs any dark tendencies you may have. That anger you felt towards Morlun, it's perfectly normal. That just shows how human you really are."

With that, Karen smiles, "I guess you're right. Still, I don't ever want to experience something like that ever again. Like I said, just the thought of it scares me."

Peter puts an arm around his girlfriend's shoulders, "I understand."

After some comfortable silence Karen says, "I got your video recording. I'm still questioning why you gave Stinky the USB drive."

"I didn't, the little hell-spawn stole it."

"Come on, he's not that bad."

Peter gives his girlfriend a deadpanned look.

Karen rolls her eyes in defeat, "Okay, he is that bad. But he still let me see the drive after you died. He was probably holding on to it for you."

"I guess so. I meant what I said in that video by the way. You have every right to be mad at me for breaking my pinky swear. I know I hurt you badly, and I'm sorry."

The blonde was silent for a moment until, "Well…it's gonna take some time for me to officially forgive you, but the make-up sex we just had is a good start."

"I'm glad, and I don't blame you if you don't forgive me right away. I'm willing to wait a while myself, especially after everything I put you through."

Karen was now confused, "Wait for what?"

Suddenly, Peter reaches between the mattresses of his side of the bed to pull out a small lead box. He faces his girlfriend again and opens the box. What Karen saw made her heart stop. Inside the box was a gold ring, complete with a small white diamond.

The blonde was utterly speechless, so Peter decided to explain, "That's right, when I was still sick. I promised myself that if I were to ever get better, I was going to pop the question. After everything you and I have went through, I figured we waited long enough. But, and this is a BIG but, there was something Aunt May once told me. She told me that a man has to put his wife before himself. After breaking my promise and constantly lying to you, I now realize in hindsight that proposing to you now probably isn't the right move. Marriage is something that needs to be earned, and it's clear as day that I'm not ready to take that step. So I decided, that when the time is right, when I feel like I have earned your trust again, that's when I will ask to marry you. Until then, this will be on the backburner."

Karen's heart soared at this, the fact that Peter was actually preparing to propose after three years of the two of them being together. But he's right, if he were to pop the question now, she would probably say no, so it was probably a wise decision to wait before he tries again. Still…

"Can…can I see the ring?" the blonde heroine asks.

The spider hero takes the ring out of the box and hands it over to his girlfriend. Karen takes the ring and puts it on left ring finger. She then puts her hand out and takes a good look.

Then she begins to smile, "It's beautiful."

Peter also smiles, "That's the ring Uncle Ben gave Aunt May when he proposed to her. Aunt May said I could have it so I can give it to you."

Karen looks over at her boyfriend, "So she knew about this?"

"I'm surprised she didn't tell you after I croaked, but I guess she knew I would somehow find my way back. She's confident like that."

Karen eventually takes off the ring and gives it back to Peter, to which he puts it back in the box.

Once the wall crawler puts the box back between the mattresses, the Kryptonian says, "Maybe someday you can give that to me properly, but until then, you and I have a lot of ground to cover…Starting now." She then begins to pull the sheets over herself and Peter and the two begin another round of their love-making.

* * *

 **JSA Brownstone**

Wearing nothing but the bottom half of his costume, Peter slowly lifts the huge weight above his head. Once word got out about his resurrection, Doctor Mid-Nite insisted he runs some tests on the spider hero, to see if there are any noticeable changes. Judging by the intrigued look on his face when he looks at the monitor that is clocking in Peter's strength, there are definitely some noticeable changes.

"Incredible," says the good doctor. "You're strength level seems to have increased dramatically. Usually the maximum amount you could lift would be 10 tons, now it's four times that amount."

"Pfft, big deal," Power Girl says with a cocky smirk. "I'd still beat him in arm wrestling."

Peter glares at his girlfriend for a moment and then looks over at Doctor Mid-Nite, "I'm not surprised actually, when I first woke up, I felt…supercharged in a way. Ooh, and check this out."

He then fires a web line, yanks the clipboard Doctor Mid-Nite was holding out of his hands and is now holding it himself.

The doctor was stunned by the sudden action, "Your webs, they're now organic."

"I know, awesome right?" Peter says with excitement as he hands the clipboard back to Doctor Mid-Nite. "Now I don't have to worry about running out of web fluid."

"That may be, but I still think we should keep the web shooters," says Power Girl.

Peter now looks confused, "Why?"

The blonde shrugs, "Well, I kinda enjoy all those times together when we brainstorm ideas on what kind of web fluid we could create to help you in certain situations. Maybe if we could modify the web shooters in some way that it would support your new powers, then we could still have some use for them…If that's possible I mean."

Peter thinks about it for a moment, "Actually, it is possible. Maybe your peeps at Starrware could give us a hand."

"They have been pretty reliable so far." Power Girl says with a smile.

"So Peter," Doctor Mid-Nite cuts in. "You want to run more tests to see if there are any more changes?"

As the wall crawler puts on the top half of his costume, he says, "Actually Doc, I might need to take a rain check on that. I need to see if I still have a teaching job."

"Not to mention you need to call Aunt May," Power Girl interjects.

"That too," Peter says as he walks over to his girlfriend and offers her his arm, "Shall we?"

The Kryptonian rolls her eyes in amusement, chuckles and then proceeds to link arms with her boyfriend, "We shall."

* * *

 **In a house somewhere in Brooklyn…**

Julia Carpenter is seen washing dishes in the kitchen. Despite her casual wear, which consists of a simple red T-shirt, some jeans and white tennis shoes, she is still wearing her sunglasses, and is staring straight ahead rather than looking down at what she is currently doing. Outside of the kitchen, a little, strawberry blonde girl, who looks no older than ten, is trying to sneak past her mother and head towards the front door when suddenly…

"And just where do you think you're going young lady?"

Julia catches her without even looking over her shoulder.

The little girl groans, having been caught in the act, "How did you…You know what, never mind. I…was going to head to the library."

"No you weren't, you were about to go to the mall and meet up with your friend, Sally. I also know you haven't done your homework yet."

The girl doesn't say anything.

"Go back upstairs and finish your homework Rachel. You have a test this Friday that you will fail because you didn't study, I REALLY want to prevent that from happening."

Rachel huffs, "Fine."

But as she is about to head back to her room, she hears the sound of a plate shattering. She turns around and sees her mother holding her head in pain.

"MOM," Rachel shouts as she rushes towards Julia. "Mom, what's wrong?"

Once she recovers, Julia, with a shocked look on her face says, "There's a disturbance in the Great Web."

* * *

 ** _Spidey and Peej have finally patched things up, but now it looks like someone, or something, is looking to start some trouble, find out who, or what, it is next chapter._**

 ** _I know this was a rather short chapter, but I decided to have it be focused more on Peter and Karen. After all, it's been a while since they ever had a moment alone like this, and I'm sure some of you were probably missing those moments due to all the craziness that keeps happening._**

 ** _Be sure to leave a comment with your thoughts on the story so far. Oh, and for those of you who are unaware, there's a brand new Spidey fic out now called Spider-Man: The Young Avenger. It features our favorite web head on his home turf in the Marvel Universe. The first two chapters are already out, so feel free to check it out if your curious, though I'm sure most of you have already. Until next time..._**


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